Exhibit 10.16.5
Form of Stock Option
Agreement
(Senior Officer Residing in the
United Kingdom)
In Connection with the 2007
Incentive Award Plan
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 employees in the United Kingdom 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. Unless
an earlier expiration date applies as a result of your termination
of employment, the Options granted on this Grant Date 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. Y our
unvested Options will be forfeited if your employment terminates
before they vest. Any Options that become vested due to your
termination or that are vested at the time of your termination of
employment may be exercised only up to the earliest of [
insert a date 10 years from the Grant Date] , or
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a.
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36
months after your termination because of death, 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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The
remaining term of the 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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c.
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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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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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“Cause”
means (i) willful or gross misconduct by the optionee 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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c.
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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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d.
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“Disability”
means the inability, by reason of a medically determinable physical
or mental impairment, to engage in any substantially 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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4.
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Exercise
of Options. You
may exercise your vested Options by following the procedures
established from time to time by the Company.
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5.
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Nontransferability
of Options. Notwithstanding
the terms of the Plan to the contrary, Options granted herein may
not be transferred except to your heirs upon your death.
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6.
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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 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;
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b.
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the
grant of 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 Option and future stock option
grants, if any, will be at the sole discretion of the Company and
the 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 is voluntary;
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e.
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your
participation in the Plan 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
Options and the shares of Stock subject to the Options are not
intended to replace any pension rights or compensation;
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g.
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the
Options and the shares of Stock subject to the 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
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 Option grant nor any provision of this Agreement, the Plan or
the policies adopted pursuant to the Plan 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
Options will have no value;
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l.
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if
you exercise your 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 exercise price;
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m.
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in
consideration of the grant of the Options, no claim or entitlement
to compensation or damages shall arise from forfeiture 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 you shall be deemed
irrevocably to have waived your entitlement to pursue such claim;
and
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n.
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in
the event of termination of your employment (whether or not in
breach of local labor laws), your right to receive stock options
and vest in the 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 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 Board/Committee shall have the exclusive discretion to
determine when you are no longer actively employed for purposes of
your Options.
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7.
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Responsibility
for Taxes. You
acknowledge that, regardless of any action the Company or your
employer takes with respect to any or all income tax, Primary
or
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