Exhibit 10.16.12
Form of Performance Share Unit
Agreement
(Chief Executive Officer and
Senior Officers)
In connection with the 2007
Incentive Award Plan
For Awards After October 29,
2008
Name of Performance Stock Unit
Recipient:
Number of Target PSUs under the 20
PSU Award:
Grant Date:
Service Date as a Condition to
Vesting:
Minimum Service Date as a Condition
to Vesting:
Performance Conditions to
Vesting:
Performance Period, which may be one
or more fiscal years:
Base Year, which is fiscal year
preceding performance period:
The terms and conditions applicable
to the performance share unit award (“PSU Award” or
“Award”) made by Coca-Cola Enterprises Inc. (the
“Company”) on [ insert Grant Date] is 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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20
Performance Share Unit
Award. Your
20 PSU Award is expressed as the
number of performance stock units (“PSUs”) that will be
earned if the target EPS goal is met, which is your “Target
PSU Award”.
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2.
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Waivers
of the Vesting Conditions. Except
as provided in this Section 2, 100% of your PSU Award will be
forfeited upon your termination of employment with the Company or
an Affiliated Company prior to [ insert Service Date]
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a. Retirement
. Although the performance condition must be
satisfied to determine the number of PSUs, if any, you will earn
under this Award, the service condition will be waived upon your
Retirement on or after [insert Minimum Service Date], as
follows:
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i.
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If
your Retirement occurs between [Insert Minimum Service Date
] and [ insert last day of Performance Period ], the service
condition to vesting will be waived on a pro rata portion of
your Target PSU Award. The pro ration fraction is determined
by dividing the number of months between the grant date of this
Award and your retirement date by 42.
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ii.
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If
your Retirement occurs between to [insert first anniversary of
Performance Period commencement date ] and [ insert date one
day before second anniversary of Grant Date] the service
condition will be waived on a pro rata portion of the PSUs
earned under Section 2.a., above. The pro ration
fraction is determined by dividing the number of months between the
grant date of this Award and your retirement date by 42.
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iii.
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If
your Retirement occurs on or after [ insert date second
anniversary of Grant Date] , one-hundred percent (100%) of
the PSUs earned under this Award.
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b. Severance
Termination. Although
the performance condition must be satisfied to determine the number
of PSUs, if any, you will earn under this Award, the service
condition will be waived upon your Severance Termination on or
after [ insert Minimum Service Date] , as
follows:
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i.
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If
your Severance Termination occurs between [Insert Minimum
Service Date ] and [ insert last day of Performance
Period ], the service condition to vesting will be waived on a
pro rata portion of your Target PSU Award. The pro
ration fraction is determined by dividing the number of months
between the grant date of this Award and your termination date by
42.
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ii.
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If
your Severance Termination occurs between [insert first
anniversary of Performance Period commencement date] and [
insert service condition date] , the service condition to
vesting will be waived on a pro rata portion of the PSUs
earned. The pro ration fraction is determined by dividing
the number of months between the grant date of this Award and your
termination date by 42.
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c. Special Vesting in the
Event of Your Death, Disability or Severance Termination Within Two
Years Following a Change in Control of the Company.
In the event your employment
terminates on account of your death, Disability or Severance
Termination within two years following a Change in Control of the
Company, your PSU Award will vest , as follows:
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i.
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100%
of your Target PSU Award will be immediately vested if such event
occurs prior to [insert first anniversary of Performance Period
commencement date ].
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ii.
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100%
of the actual number of PSUs during the Performance Period if such
event occurs on or after to [insert first anniversary of
Performance Period commencement date ] .
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3.
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Dividend
Equivalents on Your 20 PSU
Award. Under
your 20 PSU Award, you will earn
cash credits equal to the dividends declared by the Board of
Directors on a share of the Company’s stock from the date of
grant through the date your PSU Award is paid to you, multiplied by
number of vested performance stock units. These “Dividend
Equivalents” will be credited immediately prior to payment of
your PSU Award.
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4.
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Form
and Timing of Payment of Your PSU Award and Dividend
Equivalents. The
Company will distribute a share of Coca-Cola Enterprises Inc.
common stock to you for each PSU that vests under your 20
PSU Award, and it will make a cash
payment to you equal to your Dividend Equivalents.
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Your PSU Award and Dividend
Equivalents will be paid to you upon the earlier of your death,
separation from service due to Disability, or within 60 days of
[insert service requirement date] .
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5.
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Definitions.
For
purposes of this Award, 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 (i) such
compan
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