Exhibit 10.7.2
Amendment to Attachment B of
Letter dated
April 25, 2006 from
Coca-Cola Enterprises Inc. to John F. Brock
(Effective December 15,
2008)
I. Eligibility.
The Chief Executive Officer
(“CEO”) will become eligible to receive severance pay
and/or severance benefits in the event that both of the following
conditions are satisfied:
|
|
•
|
|
The officer’s involuntary
separation from service without Cause, or the officer voluntarily
terminates employment for Good Reason; and
|
|
|
•
|
|
The officer executes and delivers
an agreement incorporating the mutual release of claims and the
non-competition provisions set forth below.
|
II. Severance
Provisions. If, but only
if, the conditions of Section I above are satisfied, the CEO shall
receive the following:
A. Annual Salary and
Bonus. The CEO will
receive an amount equal to the lesser of: (i) 24 months of
base salary and two Annual Bonus Awards, and (ii) that number
of months of base salary and prorated Annual Bonus Awards resulting
between the date of the CEO’s separation from service and the
date that is the 7 year anniversary of the CEO’s initial
employment date with the Company. Such amount shall be paid upon
the CEO’s separation from service in equal monthly
installments. Each installment shall be considered a separate
payment for purposes of Section 409A of the Code.
The CEO shall also receive a payment
equal to the annual bonus that would have been payable for the year
of his separation from service, which amount shall be based on
actual performance results and prorated for his actual period of
service during such year. Such amount shall be paid in a lump sum
in the year following the CEO’s separation from service, and
no later than June 30 of such year.
B. Medical Coverage.
The CEO will receive an additional
payment intended to mitigate the additional cost of continuing
medical coverage under COBRA until the CEO is no longer eligible
for COBRA. Such payment shall be made upon the CEO’s
separation from service and shall be equal to the difference
between the monthly contributions required for COBRA coverage and
active employee coverage at the level and type of coverage in place
for the CEO on the date of the CEO’s separation from service,
multiplied by the number of months of COBRA coverage for which the
CEO is eligible as of the date of his separation from
service.
C. Severance Equity
Benefits. The CEO’s
2006 and 2007 annual equity grants will be treated as
follows:
|
|
•
|
|
Restricted stock for which the
performance goals have been met at the separation from service date
will be vested on such date on a pro rata basis (in the same ratio
as the months of employment since the grant date bears to the
number of months in that grant’s original service vesting
period), plus that additional service condition vesting that would
have occurred within 24 months immediately following the separation
from service date.
|
|
|
•
|
|
Restricted stock for which the
performance goals have not been met at the separation from service
date will be vested on a pro rata basis (in the same ratio as the
months of employment since the grant date bears to the number of
months in that grant’s original service vesting period), plus
that additional service condition vesting that would have occurred
within 24 months immediately following the separation from service
date, and the performance goals may still be met with respect to
such shares during the original period of service vesting for the
grant.
|
B-1
|
|
•
|
|
Unvested stock options will be
vested on the separation from service date to the extent they would
have met the service vesting conditions within 24 months from the
separation from service date. Stock options that are vested (or
become vested upon the CEO’s separation from service) will
remain exercisable for 24 months from the separation from service
date.
|
D. Six-Month Delay in
Payment. Notwithstanding
the foregoing, if any of the monthly installments or other payments
provided for in this Section II are subject to Section 409A of
the Code, then any such installments or payments that would be paid
during the six-month period following the CEO’s separation
from service shall instead be paid in a lump sum upon the six-month
anniversary of the CEO’s separation from service, and the
remaining installments shall be paid as originally
scheduled.
III. Definitions
|
|
•
|
|
“Annual Bonus Award”
means the amount payable to the officer under the executive
management incentive plan in effect for executive officers on his
or her separation from service date, which amount shall be
calculated as if the “target” performance results were
attained. If there is no executive management incentive plan in
place at the time of the officer’s separation from service or
if the employment is terminated by the officer for Good Reason and
the Good Reason is a material reduction in base salary or annual
cash bonus incentive opportunity, then the Annual Bonus Award means
an amount equal to the last such award received by the officer
prior to his separation from service date.
|
|
|
•
|
|
“Cause” means
(i) willful or gross misconduct by the officer that is
materially detrimental to the Company, (ii) a willful act of
(x) personal dishonesty or (y) fraud in either case
committed against the Company, or (iii) conviction of a
felony, except for a conviction related to vicarious liability
based solely on his position with the Company, provided that the
officer had no involvement in actions leading to such liability or
had acted upon the advice of the Company’s counsel. For
purposes of this definition of Cause, no act or failure
|
