Exhibit 10.16.7
Form of 2007 Restricted Stock
Unit Agreement
(Senior Officers) in connection
with
The 2007 Incentive Award
Plan
(As Amended December 19,
2008)
Restricted Stock Unit Award
Recipient:
Performance Condition to Vesting
(“Performance Condition”):
Service Condition to Vesting
(“Service Condition”):
We are pleased to advise you of your
20 Restricted Stock Unit Award from
Coca-Cola Enterprises Inc. (also referred to as the
“Company”), under the 2007 Incentive Award Plan (the
“Plan”). The terms and conditions applicable to this
Restricted Stock Unit Award (“RSU Award”) are described
below.
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1.
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20
Restricted Stock Unit
Award. A 20
RSU Award account has been
established on your behalf under the Plan, and it has been credited
with [insert number] restricted stock units.
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Your RSU Award represents an
unfunded and unsecured promise by the Company to deliver shares of
Coca-Cola Enterprises Inc. common stock and to pay certain amounts
to you upon the vesting of all or a portion of the restricted stock
units credited under this RSU Award.
The RSU Award does not entitle you
to vote any shares of the Company’s common stock or receive
actual dividends. Your RSU Award may not be transferred, assigned,
hypothecated, pledged, or otherwise encumbered or subjected to any
lien, obligation, or liability of you or any other
party.
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2.
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Vesting
in Restricted Stock Units. Your
right to receive restricted stock units under this RSU Award will
vest as of the date both the applicable Performance Condition and
the Service Condition are satisfied.
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Although the Performance Condition
must still be met within the period specified, the Service
Condition will be waived under the following
circumstances:
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a.
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For
100% of your RSU Award, in the event of your death or your
termination on account of Disability.
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b.
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For a
pro rata portion of your RSU Award, upon your Severance
Termination or Rule of 75 Retirement. The pro rata portion
will be determined as follows: (a) the number of months
between the date of this Award and your termination date will be
divided by the number of months of employment required under the
Service Condition, and (b) the resulting percentage will be
applied to your RSU Award to determine the portion for which the
Service Condition is waived.
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3.
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Effect
of Termination of Employment. If
your employment with the Company or an Affiliated Company
terminates before this Award is vested, the following terms
apply:
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a.
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If,
before this Award vests , your employment with the Company
or an Affiliated Company terminates on account of any reason other
than your death, Disability, Severance Termination or Rule of 75
Retirement, your RSU Award will be forfeited on your termination
date.
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b.
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If,
before the Service Condition is met , your employment
terminates on account of your death, Disability, Severance
Termination, or Rule of 75 Retirement, the portion of your RSU
Award for which the Service Condition was waived will vest
immediately if the Performance Condition has been met at the time
of your termination or on such later date that the Performance
Condition is met.
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c.
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If,
after the Service Condition is met , your employment
terminates on account of your death, disability, Severance
Termination, or Rule of 75 Retirement, 100% of your RSU Award will
vest on the date the Performance Condition is met.
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4.
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Effect
of a Change in Control of the Company. In the
event of your Severance Termination within two years of a Change in
Control of the Company (as defined in the Plan), your RSU Award
shall become vested on your termination 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 any The Coca-Cola Company
or 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.
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“Disability”
means an 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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c.
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“Rule
of 75 Retirement” means your retirement at or after you are
age 55 and your age and service, when added together, equal
75.
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d.
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“Severance
Termination” means your involuntary termination without Cause
or your voluntary termination for Good Reason (as defined in the
Plan).
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6.
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Dividend
Equivalents. Your
RSU Award account will earn credits when dividends are declared by
the Board of Directors on the Company’s common stock
(“Dividend Equivalents”). These Dividend Equivalents
will be equal to the dividends payable on the same number of shares
of stock as the number of restricted stock units granted under this
RSU Award.
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The Dividend
Equivalents credited to your account will become vested on the date
any portion of your RSU Award vests. An amount equal to these
Dividend Equivalents will be paid to you in cash as soon as
practical following the vesting date, but in no event later than
March 15 th of the year following such
vesting date. If your RSU Award (or any portion of the Award) does
not vest, all Dividend Equivalent credits will also be
forfeited.
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7.
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Payment
under Award for “Rule of 75 Retirement.”
Notwithstanding
anything to the
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