Exhibit 10.16.9
Form of 2007 Performance Share
Unit Agreement
(Chief Executive Officer) in
connection with the 2007 Incentive Award Plan
(As Amended December 19,
2008)
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.
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1.
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Performance
Share Unit Award. Your
performance share unit account has been credited with [insert
number] performance share units (“PSUs”), which is
your “Target PSU Award”.
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2.
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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.
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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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%
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XXX
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X% — Target Goal
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100
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%
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XXX
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X%
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XXX
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%
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XXX
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X%
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XXX
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%
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XXX
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X% — Maximum Goal
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XXX
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%
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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.
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For
100% of your PSU Award, in the event of your termination on account
of Disability.
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ii.
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For a
pro rata portion of your PSU Award, upon your Severance
Termination before the Service Date. The pro ration fraction
(not to exceed 100%) is determined by (i) adding 24 months to
the number of months between the Grant Date of this Award and your
termination date and (ii) dividing that sum by the number of
months between the Grant Date and the Service Date.
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c. Special Vesting in the
Event of Your Death or a Severance Termination Within Two Years
Following a Change in Control of the Company.
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i.
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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.
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ii.
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In
the event that your Severance Termination occurs within two years
following a Change in Control of the Company and before the end of
the Performance Period, 100% of your Target PSU Award will be
immediately vested. In the event that your Severance Termination
occurs within two years following a Change in Control and after the
end of the Performance Period, 100% of the PSU Award that is earned
under Paragraph 2.a., above, will be immediately vested.
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3.
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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.
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4.
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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.
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Within
60 days following your date of death or your Severance Termination
within two years of a Change in Control of the Company.
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b.
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Otherwise,
within 60 days following the Service Date.
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c.
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Notwithstanding
anything to the contrary in the Award, shares of common stock of
the Company equal to the number of vested shares represented by the
PSU Award and the related dividend equivalent units shall be paid
to you or your beneficiary within 60 days of the earliest of your
death, your Change in Control Termination, or [last day of
required service period]. In the event of a conflict between
this amendment and any other provision regarding the timing of
payment of amounts earned under the Award in an employment
agreement, severance plan, or otherwise, this amendment shall
govern.
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