Exhibit 10.14.5
Form of Stock Option Agreement
(Senior Officer Residing in the United Kingdom)
In Connection with the 2007 Stock
Incentive Award Plan and
United Kingdom 2002 Approved
Stock Option Subplan
Name of Optionee:
Number of Approved Options, each one
for one share of Coca-Cola Enterprises common stock:
Grant Date:
Option Exercise Price:
Conditions for Vesting:
The terms and conditions applicable
to the grant of approved stock options (“Approved
Options”) made by Coca-Cola Enterprises Inc. (the
“Company”) to employees in the United Kingdom on the
Grant Date specified above. This grant was made under the Coca-Cola
Enterprises Inc. 2001 Stock Option Plan (the “Plan”)
and the United Kingdom 2002 Approved Stock Option Subplan (the
“Subplan”), the terms of which are incorporated into
this document. (In the event of any conflict between the rules of
the Plan and the Subplan, the provisions of the Subplan will
prevail. All capitalized terms in this Approved Option Agreement
(the “Agreement”) shall have the meaning assigned to
them in this Agreement, the Plan or the Subplan.
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1.
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Duration
of Options. Unless
an earlier expiration date applies as a result of your termination
of employment, the Approved Options granted expire on [ insert
date 10 years from the Grant Date ].
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2.
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Exercise
of Options After Termination. Except
as provided under the Conditions for Vesting, above, your unvested
Approved Options will be forfeited if your employment terminates
before the conditions for vesting are satisfied. Any Approved
Options that are, or become, vested at the time of your termination
of employment may be exercised only up to the earliest of [
insert date 10 years from the Grant Date ], or
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a.
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36
months after your termination because of Disability, redundancy
(within the meaning of the Employment Rights Act 1996) or
termination of employment with the Company or an Affiliated Company
on or after the Compulsory Retirement Age, to the extent permitted
under local law.
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b.
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12
months after your termination because of death.
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c.
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The
remaining term of the Approved Option after your involuntary
termination of employment by the Company or an Affiliated Company
without Cause within 24 months of a Change in Control of the
Company.
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d.
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6
months after your termination for any other reason.
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3.
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Definitions.
For
purposes of this grant, the following definitions apply:
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a.
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“Affiliated
Company” includes a company of which the Company owns at
least 20% of the voting stock or capital. The Coca-Cola Company or
a company that is at least 20% owned by The Coca-Cola Company is
also considered an Affiliated Company if the Company agrees to this
subsequent employment.
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b.
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“Compulsory
Retirement Age” means age 65, or such other age, when an
employee of an Affiliated Company in the UK shall be required to
retire from employment, in the absence of a request to work beyond
such age that is approved by such Affiliated Company.
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c.
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“Disability”
means the Option Holder’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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d.
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“Cause”
means (i) willful or gross misconduct by the Option Holder
that is materially detrimental to the Company or an Affiliated
Company or (ii) acts of personal dishonesty or fraud toward
the Company or an Affiliated Company.
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e.
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“Change
in Control,” solely for the purposes of Sections 2(c) and
4(c) above, shall be deemed to have occurred under any of the
circumstances described below in subsections (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. 1
(ii) If during any period of two
consecutive years,
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the
individuals constituting the Board of Directors of the Company (the
“Board”) at the beginning of the two-year period;
and
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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 (i), (iii) or
(iv) — whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote
of at least two-thirds of the Board 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,
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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:
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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
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(A) the surviving entity
or
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1
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As used in this definition of
“Change in Control:”
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- “person” is used as defined in
Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of
1934 (as amended);
- “beneficial owner” is used as
defined in Rule 13d-3 of the U.S. 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.
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(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;
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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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4.
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Nontransferability
of Options. Notwithstanding
the terms of the Plan to the contrary, Approved Options granted
herein may not be transferred except as set forth in the
Subplan.
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5.
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Exercise
of Options. By
following the procedures established from time to time by the
Company, you may exercise your Approved Options in either of these
two ways:
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a.
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Deliver
a cheque for the Option Price, together with a notice of
exercise.
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b.
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Through
a broker that handles the transaction for you.
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6.
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Responsibility
for Taxes. By
accepting this grant, you also acknowledge that, regardless of any
action the Company or your employer takes with respect to any or
all income tax, Primary or Secondary Class 1 National Insurance
Contributions, payroll tax, payment on account or other tax-related
withholding (“Tax-Related Items”), the ultimate
liability for all Tax-Related Items legally due by you is and
remains your responsibility and that the Company and/or your
employer (i) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any
aspect of the Approved Options, including the grant, vesting or
exercise of the Approved Options, the subsequent sale of shares of
Stock acquired pursuant to such exercise and the receipt of any
dividends; and (ii) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the
Approved Options to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result.
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Prior to and as a condition of the
exercise of the Approved Options, you will pay or make adequate
arrangements satisfactory to the Company and/or your employer to
satisfy all withholding obligations of the Company and/or your
employer. In this regard, you authorize the Company and/or your
employer to withhold all applicable Tax-Related Items legally
payable by you from your wages or other cash compensation paid to
you by the Company and/or your employer or from proceeds of the
sale of the shares. Alternatively, or in addition, if permissible
under UK law, the Company may (i) sell or arrange for the sale
of shares that you acquire to meet the withholding obligation for
Tax-Related Items, and/or (ii) withhold in shares, provided
that the Company only withholds the amount of shares necessary to
satisfy the minimum withholding amount. Finally, you will pay to
the Company or your employer any amount of Tax-Related Items that
the Company or your employer may be required to withhold as a
result of your participation in the Plan and the Subplan or your
purchase of shares that cannot be satisfied by the means previously
described. The Company may refuse to honor the exercise and refuse
to deliver the shares of Stock or the proceeds of the sale of
shares to you if you fail to comply with your obligations in
connection with the Tax-Related Items.
You agree and authorize that any
withholding, deduction or payment indicated above must occur within
90 days after any tax liability arises in connection with the
Approved Options (the “Due Date”). In the event that
the Company and/or your employer are unable to withhold or collect
any income tax due by the Due Date, you agree that the amount of
uncollected tax shall constitute a loan owed by you to your
employer and interest will be
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charged at HM Revenue &
Customs’ official rate of interest. You further agree that
the loan will be immediately repayable and the Company and/or your
employer may recover it at any time thereafter by any of the means
referred to in the preceding paragraph. You also authorize the
Company to withhold the transfer of any shares unless and until the
loan is repaid in full.
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7.
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Applicable
UK Taxes. There
will be no income tax or National Insurance Contributions due on
the exercise of the Approved Options where, in addition to
complying with the rules of the Subplan, an exercise takes place:
(i) while the Subplan remains approved by HM
Revenue & Customs; and either (ii) on or after three
years from the date of grant or, (iii) if earlier than three
years from the date of grant, within six months of the termination
of your termination of employment by reason of injury, Disability,
redundancy (within the meaning of the Employment Rights Act 1996)
or retirement (on or after the retirement age specified in Rule
5(a) of the Subplan).
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8.
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Nature
of Grant. In
accepting the grant, you are acknowledging that:
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a.
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the
Plan and the Subplan are established voluntarily by the Company,
are discretionary in nature and may be modified, amended, suspended
or terminated by the Company at any time, unless otherwise provided
in the Plan, the Subplan or this Agreement;
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b.
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the
grant of Approved Options is voluntary and occasional and does not
create any contractual or other right to receive future grants of
stock options, or benefits in lieu of stock options, even if stock
options have been granted repeatedly in the past;
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c.
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all
decisions with respect to this grant of Approved Options and future
stock option grants, if any, will be at the sole discretion of the
Company and the Approved Options are not an employment condition
for any purpose including, but not limited to, for purposes of any
legislation adopted to implement EU Directive 2000/78/EC of
November 27, 2000;
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d.
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your
participation in the Plan and the Subplan is voluntary;
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e.
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your
participation in the Plan and the Subplan shall not create a right
to further employment with your employer and shall not interfere
with the ability of your employer to terminate your employment
relationship at any time with or without Cause;
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f.
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the
Approved Options and the shares of Stock subject to the Approved
Options are not intended to replace any pension rights or
compensation;
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g.
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the
Approved Options and the shares of Stock subject to the Approved
Options are an extraordinary item that do not constitute
compensation of any kind for services of any kind rendered to the
Company, an Affiliated Company or to your employer, and which are
outside the scope of your employment contract, if any;
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h.
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the
Approved Options are not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating
any severance, resignation, termination, dismissal, redundancy, end
of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past
services for the Company or your employer;
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i.
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neither
the Approved Option grant nor any provision of this Agreement, the
Plan, the Subplan or the policies adopted pursuant to the Plan or
the Subplan confer upon you any right with respect to employment or
continuation of current employment with the Company, your employer
or any Affiliated Company;
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j.
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the
future value of the underlying shares of Stock is unknown and
cannot be predicted with certainty;
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k.
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if
the underlying shares of Stock do not increase in value, the
Approved Options will have no value;
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l.
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if
you exercise your Approved Options and obtain shares of Stock, the
value of those shares of Stock acquired upon exercise may increase
or decrease in value, even below the Option Price;
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m.
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in
consideration of the grant of the Approved Options, no claim or
entitlement to compensation or damages shall arise from forfeiture
of the Approved Options or shares of Stock purchased through
exercise of the Approved 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 you shall be deemed irrevocably to have waived your
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