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EXHIBIT
10.34
Coca-Cola Enterprises
Inc.
Performance Share Unit
Award In Connection with the 2007 Incentive Award
Plan
(Senior
Officer)
Name of Performance Stock Unit
Recipient:
Grant Date:
Service Date:
Performance Period:
Base Year:
We are pleased to advise you of your
Performance Share Unit Award from Coca-Cola Enterprises Inc. (the
“Company”). The terms and conditions applicable to this
Performance Share Unit Award (“PSU Award”) are
described below.
| 1. |
Performance Share Unit Award. Your performance share
unit account has been credited with XXX performance share
units (“PSUs”), which is your “Target PSU
Award.” |
| 2. |
Vesting in Your PSU Award. Upon the satisfaction of both
the performance and service conditions to vesting, the Company will
distribute a share of Coca-Cola Enterprises Inc. common stock to
you for each PSU earned under your PSU Award. |
a .
Performance Condition to Vesting . Your PSU
Award will vest only if, and to the extent that, the
Company’s compound annual growth rate of Earnings Per Share
(“EPS”) during the Performance Period (measured from
EPS for the Base Year) satisfies the performance goals set forth in
the chart below:
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Compound Annual Growth
Rate
of EPS for Performance
Period**
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Percentage of
Your
PSU Target Award
Earned**
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Number of PSUs
Earned
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Less than X%
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-0- |
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XXX |
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X% — Minimum
Goal
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XX% |
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XXX |
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X% — Target
Goal
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100% |
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XXX |
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X%
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XXX% |
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XXX |
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X%
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XXX% |
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XXX |
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X% — Maximum
Goal
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XXX% |
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XXX |
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**
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Award levels for actual
performance between the minimum and target percentages and between
target and maximum percentages will be determined based on a
straight-line interpolation, rounded to the nearest 100 th of a percent.
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b. Service Condition to
Vesting. You must remain continuously employed by the
Company or an Affiliated Company until the Service Date , to
satisfy the service condition to vesting. Although the performance
condition must be satisfied to determine the number of PSUs, if
any, you will earn, this service condition will be waived under the
following circumstances:
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i. |
For 100% of your PSU Award, in the event of your termination on
account of Disability or your termination without Cause within two
years following a Change in Control of the Company. |
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ii. |
For a pro rata portion of your PSU Award, upon your Rule
of 75 Retirement before the Service Date. The pro ration
fraction is determined by dividing the number of months between the
Grant Date of this Award and your termination date by the number of
months between the Grant Date and the Service Date
. |
c. Special Vesting in
the Event of Your Death. In the event of your death prior
to the end of the Performance Period, 100% of your Target PSU Award
will be immediately vested. In the event of your death after the
end of the Performance Period, 100% of the PSU Award that is earned
under Paragraph 2.a., above, will be immediately vested.
| 3. |
Dividend Equivalents on Your PSU Award. Immediately
prior to the distribution of the shares earned under your PSU
Award, your PSU account will be credited with dividend equivalent
units. The value of these dividend equivalent units will equal the
total amount of dividends declared by the Board of Directors on a
share of the Company’s common stock from the Grant Date
through the Service Date, multiplied by the number of PSUs earned
under your PSU Award. |
| 4. |
Form and Timing of Payments from Your PSU Account. The
Company will distribute a share of Coca-Cola Enterprises Inc.
common stock to you for each PSU earned under your PSU Award, and
it will make a cash payment to you equal to any dividend equivalent
units credited to your PSU account. Your PSU account will be
distributed to you, as follows: |
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a. |
If your death occurs prior to the end of the Performance
Period, within 60 days following your date of death. |
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b. |
Otherwise, within 60 days following the Service Date
. |
| 5. |
Definitions. For purposes of this Award, the following
definitions apply: |
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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
(i) such company is a party to an agreement that provides for
continuation of certain employee benefits upon immediate employment
with such company and (ii) the Company agrees to this
subsequent employment. |
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b. |
“Cause” means (i) willful or gross misconduct
that is materially detrimental to the Company, (ii) acts
of |
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