Exhibit 10.16.8
Form of Restricted Stock Unit
Agreement
For France in connection with the
2007 Incentive Award Plan and
The French Sub-Plan for
Restricted Stock Units in France
Name of Award Recipient:
Grant Date:
Number of Restricted Stock Units
Award:
Service Date, as a Condition to
Vesting:
Performance Goal, as a Condition to
Vesting:
Performance Period:
We are pleased to advise you of this
Award of Restricted Stock Units from Coca-Cola Enterprises Inc.
(also referred to as the “Company”), under the 2007
Incentive Award Plan (the “U.S. Plan”) and the Rules
For Coca-Cola Enterprises Inc. Restricted Stock Units in France
(the “French RSU Plan” and, together with the U.S.
Plan, the “Plan”). The Restricted Stock Unit grant is
subject to the terms and conditions of the Plan. Further terms and
conditions applicable to this Restricted Stock Unit grant are
described below. All capitalized terms in this agreement (the
“Agreement”) shall have the meaning assigned to them in
this Agreement, the U.S. Plan or the French RSU Plan. To the extent
that any term is defined in both the U.S. Plan and the French RSU
Plan, for purposes of this grant of Restricted Stock Units, which
is intended to qualify for the favorable tax and social security
regime in France, the definitions in the French RSU Plan shall
prevail.
By signing and returning the
acceptance form attached to this Agreement, you confirm having read
and understood the Agreement which was provided to you in English.
A request for a copy of the U.S. Plan and the French RSU Sub-Plan,
as well as any questions pertaining to the Plan should be directed
to the Company’s Stock Plan Administrator. You accept the
terms of this grant accordingly.
En renvoyant le document
signé d’acceptation qui est joint au Contrat, vous
confirmez avoir lu et compris le Contrat qui vous a
été remis en anglais. Vous pouvez demander une copie
du Plan Américain, du Sous-Plan d’attribution
d’actions gratuites français et poser toute question
relative au Plan auprès de l’Administrateur du Plan.
Vous acceptez les termes de cette attribution en connaissance de
cause.
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1.
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20
Restricted Stock Unit
Award. A
Restricted Stock Unit account has been established on your behalf
under the Plan, and it has been credited with [ insert number of
RSUs ] Restricted Stock Units.
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Upon the satisfaction of the
applicable vesting conditions, the Company will issue to you the
same number of shares of Coca-Cola Enterprises Inc. Stock as the
number of Restricted Stock Units credited to your account. This
issuance of shares of Stock is accomplished by indicating your
actual ownership of the shares in the Company’s share owner
records. However, a stock certificate for your shares of Stock will
delivered to you only after the restrictions on their sale are
removed.
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2.
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Nature
of Restricted Stock Units. Your
Restricted Stock Unit Award represents an unfunded and unsecured
promise by the Company to pay amounts in the future in accordance
with the terms of this Award. The Restricted Stock Unit Award does
not entitle you to vote any shares of the Company’s Stock or
receive actual dividends. Your Restricted Stock Unit 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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3.
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Vesting
in Restricted Stock Unit Award. Your
Restricted Stock Unit Award will vest as of the date both the
continued service condition and the performance condition,
described below, are satisfied.
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a
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Continued
Service Condition. [insert
Service Date]
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b.
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Performance
Condition. [insert
Performance Goal]
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c.
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Waiver
of Continued Service Condition in Event of
Disability. Although
the performance condition must still be met before [insert last
day of Performance Period], the continued service condition
will be waived in the event of your termination of employment on
account of Disability. Further, in order to meet the requirements
of the favorable tax and social security regime in France, in the
event that your termination of employment on account of Disability
occurs prior to [ insert French holding period date ], the
Award will not vest until that date, regardless of whether the
performance condition is previously satisfied.
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d.
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Accelerated
Vesting upon a Change in Control . The
service condition and the performance condition will be deemed
fulfilled and this Award will vest in full in the event of a Change
in Control (as defined in the U.S. Plan) during your employment if,
within 24 months of the Change in Control, you are then terminated
without Cause (as defined below). Such a Change in Control may
trigger the disqualification of the Restricted Stock Unit Award if
the two-year minimum vesting period is not satisfied at the time of
the Change in Control and the Award may thus no longer qualify for
the favorable tax and social security regime in France.
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In the event that the Restricted
Stock Unit Award no longer qualifies for the favorable tax and
social security regime in France due to accelerated vesting upon a
Change in Control prior to the end of the two-year minimum vesting
period, the restrictions on sale, described in Paragraph 4, will
not apply.
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4.
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Restriction
on Sale of the Shares. After
issuance of the shares of Stock, you will not be authorized to
transfer those shares under any method until the expiration of a
two-year period as from the Vesting Date of the Restricted Stock
Unit Award ( i.e ., two years after the issuance of the
shares of Stock). At the end of this two-year period, actual stock
certificates for your shares of Stock will be delivered to you.
(This two-year restriction does not apply in the event of a Change
in Control of the Company, as described in Paragraph 3(d)).
Furthermore, the shares of Stock shall not be sold during certain
Closed Periods (as defined in the French RSU Plan), to the extent
applicable under French law.
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5.
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Effects
of Termination of Employment.
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a.
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If,
before this Award vests , your employment with the Company
or a subsidiary terminates for any reason other than your death or
Disability, your Restricted Stock Unit Award will be forfeited on
your termination date.
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b.
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If
prior to [insert Service Date] , your employment with
the Company or any subsidiary terminates on account of your
Disability, the Restricted Stock Unit Award will vest immediately
if the performance condition has been met at the time of your
termination or on such later date (on or before [ insert last
day of Performance Period] ) that the performance condition is
met. Notwithstanding the foregoing, in order to meet the
requirements of the favorable tax and social security regime in
France, if the performance condition is satisfied and your
employment terminates by reason of your Disability prior to [
insert French holding period date] , the Award will vest on
that date.
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c.
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If
between [ insert Service Date and last day of Performance
Period ] , your employment terminates on account of your
Disability, the Restricted Stock Unit Award will vest on the date
the performance condition is met, as long as that occurs on or
before [insert last day of Performance Period].
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d.
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If
your employment with the Company or any subsidiary terminates at
any time by reason of your death, one hundred percent
(100%) of this Award shall become immediately and fully vested
as of the date of your death. The Company shall issue the
underlying shares of Stock to your heirs upon their request for a
period of six months following the date of your death.
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6.
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Definitions
. For
purposes of this Award, the following definitions apply:
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a.
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“Cause”
means (i) willful or gross misconduct (as defined under French
labor rules) that is materially detrimental to the Company or a
subsidiary or (ii) acts of personal dishonesty or fraud toward
the Company or an subsidiary.
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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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2
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c.
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“Market
Value” shall be the average of the high and low trading
prices on the applicable trading day or on the next preceding
trading day, if such date is not a trading day, as reported on the
New York Stock Exchange Composite Transactions listing.
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7.
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Restriction
on Transfer of the Shares.
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a.
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After
issuance of the shares of Stock, you will be required to hold the
shares in an account with the Company and the shares shall bear a
legend setting forth the restriction on transfer for the time
periods set forth in this Paragraph 6. You will not be authorized
to sell or transfer the shares until the expiration of a two-year
period from the Vesting Date of the Performance Share Unit Award (
i.e ., two years after the issuance of the shares of Stock),
or any other minimum mandatory holding period applicable to
French-Qualified restricted stock units under Section
L. 225-197-1 of the French Commercial Code, or the relevant
Sections of the French Tax Code or French Social Security Code, as
amended. At the end of this two-year period, any shares of Stock
that are not subject to the additional holding period set forth in
Paragraph 6.c. below will be delivered to you as a credit to an
account with a Company-designated broker (the “Broker”)
maintained in your name and the stock certificates representing
such shares will be free of any restrictive legend, other than as
may be required by applicable securities laws. This two-year
restriction on transfer does not apply in the event of your
termination of employment on account of your death or Disability
(as defined in the French RSU Sub-Plan).
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b.
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Furthermore,
the shares of Stock shall not be sold during the following Closed
Periods, to the extent applicable under French law:
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i.
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Ten
quotation days preceding and following the disclosure to the public
of the consolidated financial statements or the annual statements
of the Company (including the Company’s Form 10-K, Form 10-Q
and earnings releases); or
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ii.
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The
period as from the date the corporate management of the Company
(involved in the governance of the company, such as the Board,
Committee, supervisory directorate, etc.) has been disclosed
information which could, if disclosed to the public, significantly
impact the trading price of the Company’s Stock, until ten
quotation days after the day such information is disclosed to the
public.
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Thus, you are required to maintain
your shares of Stock with the Broker until their subsequent
sale.
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c.
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Since,
at the Grant Date, you hold one of the following positions,
Président du Conseil d’Administration, Directeur
Général, Directeur Général
Délégué, Membre du Directoire, or
Gérant de Sociétés par actions, you will be
required to hold twenty percent (20%) (or such other amount as
is required by applicable law) of the shares of Stock issued to you
on the Vesting Date in an account with the Company (as described in
Paragraph 6.a. above) until you no longer hold any of the foregoing
positions. You will be subject to this share-holding requirement as
long as it is applicable to French-Qualified restricted stock units
granted by the Company.
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8.
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Acceptance
of Award. This
document is a summary of your 20
Award under the Coca-Cola Enterprises Inc. 20
Incentive Award Plan and the French
RSU Sub-Plan, the terms of which are incorporated by reference into
this document. You must expressly accept the terms and
conditions of your Performance Share Unit Award as set forth in
this Agreement by signing and returning the acceptance form
attached hereto to the Company .
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9.
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Dividend
Equivalents. Your
Restricted Stock Unit account will not earn any additional credits
related to any dividends declared by the Board on the
Company’s Stock. Such credits are not permissible under the
French rules applicable to the French RSU Plan.
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10.
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Acknowledgment
of Nature of Plan and Restricted Stock Units.
In
accepting the Award, you acknowledge that:
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a.
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the
Plan is established voluntarily by the Company, it is discretionary
in nature and may be modified, amended, suspended or terminated by
the Company at any time, as provided in the Plan;
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b.
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the
Award of Restricted Stock Units is voluntary and occasional and
does not create any contractual or other right to receive future
Awards of Restricted Stock Units, or benefits in lieu of Restricted
Stock Units even if Restricted Stock Units have been awarded
repeatedly in the past;
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3
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c.
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all
decisions with respect to this Award and future Awards, if any,
will be at the sole discretion of the Company and the Restricted
Stock Units are not an employment condition for any purpose
including, but not limited to, for purposes 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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the
Restricted Stock Units are an extraordinary item that does not
constitute compensation of any kind for services of any kind
rendered to the Company, an subsidiary or to your employer, and the
Restricted Stock Units are outside the scope of your employment
contract, if any;
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f.
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Restricted
Stock Units are not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculation
of any severance, resignation, termination, redundancy, end of
service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments;
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g.
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neither
the Award of Restricted Stock Units 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, and in the event that you are
not an employee of the Company, Restricted Stock Units shall not be
interpreted to form an employment contract or relationship with the
Company;
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h.
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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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i.
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if
you receive shares of Stock, the value of such shares acquired on
vesting of Restricted Stock Units may increase or decrease in
value;
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j.
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no
claim or entitlement to compensation or damages arises from
termination of the Restricted Stock Units, and no claim or
entitlement to compensation or damages shall arise from any
diminution in value of the Restricted Stock Units or shares of
Stock received upon vesting of the Restricted Stock Units 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, by accepting this Award, you
shall be deemed irrevocably to have waived your entitlement to
pursue such claim; and
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k.
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in
the event of involuntary termination of your employment (other than
for Disability and whether or not in breach of local labor laws),
your right to receive and vest in Restricted Stock Units, 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 involuntary termination
of employment (whether or not in breach of local labor laws), your
right to receive shares of Stock pursuant to the Rest
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