Exhibit 10.5.4
Coca-Cola Enterprises
Inc.
Executive Severance
Plan
(As Amended and Restated
Effective December 31, 2008)
The purpose of the Coca-Cola
Enterprises Inc. Executive Severance Plan (the “Plan”)
is to provide severance pay and benefits to eligible officers and
management employees whose employment is terminated by the Company
under certain circumstances. The Plan, as amended and restated, is
applicable to eligible officers and management employees whose
employment is terminated on or after December 31, 2008. The
Plan is intended to be an “employee welfare benefit
plan” as defined in Section 3(1) of the ERISA maintained
primarily for the purpose of providing benefits for a select group
of management or highly compensated employees. All benefits under
the Plan shall be paid solely from the general assets of the
Company.
“ Affiliate ”
means a company that would be considered a single employer together
with the Company under Code sections 414(b) or 414(c).
“ Annual Bonus Award
” means the target bonus under the annual incentive plan in
effect for an Eligible Employee on the date of his or her
termination of employment. If there is no annual incentive plan in
place at the time of the Eligible Employee’s termination, the
bonus award amount will be equal to his or her target bonus under
the last annual incentive plan in which the Eligible Employee
participated, provided such plan was in effect within the six
months prior to the Eligible Employee’s termination
date.
“ Cause ” means
(i) willful or gross misconduct by the Eligible Employee that
is materially detrimental to the Company or an Affiliate, including
but not limited to a violation of the Company’s trading
policy or code of business conduct, (ii) acts of personal
dishonesty or fraud by an Eligible Employee toward the Company or
an Affiliate, (iii) the Eligible Employee’s conviction
of a felony, except for a conviction related to vicarious liability
based solely on his or her position with the Company or an
Affiliate, provided that the Eligible Employee had no involvement
in actions leading to such liability or had acted upon the advice
of the Company’s or an Affiliate’s counsel, or
(iv) the Eligible Employee’s refusal to cooperate in an
investigation of the Company if requested to do so by the
Board.
“ Change in Control
” means the occurrence of any of the circumstances described
below in clauses (i) through (iv):
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(i)
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If
any “person” (except for the Company or any Affiliate,
a trustee or other entity holding securities under any employee
benefit plan of the Company or any Affiliate, or The Coca-Cola
Company, but only to the extent of its “current
ownership”) is or becomes the “beneficial owner”
directly or indirectly, of securities of the Company representing
more than 20% of the combined total voting power of the
Company’s then-outstanding securities.
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As used in this definition of
“Change in Control,” “person” is used as
defined in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934 (as amended); “beneficial owner” is used as
defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as
amended); and “current ownership” of The Coca-Cola
Company means that entity’s direct and indirect beneficial
ownership of no more than an aggregate of 168,956,718 shares of the
Company’s common stock (including shares of the
Company’s common stock issuable upon the exercise, exchange
or conversion of securities exercisable or exchangeable for, or
convertible into, shares of the Company’s common stock), the
aggregate number being subject to adjustment for subsequent stock
splits or dividends payable in stock that are applicable to all
shares of the Company’s
common stock. For the avoidance of
doubt, a change in the “current ownership” of The
Coca-Cola Company (an “Ownership Change”) shall have
occurred upon that company’s becoming the beneficial owner of
any additional shares of the Company’s common stock, except
for
(A) the beneficial ownership of such
shares occurring by reason of the adjustments described in the
preceding sentence,
(B) the beneficial ownership of
shares owned by another entity (not exceeding 0.10 percent of the
Company’s then-outstanding common stock) upon that entity
being acquired by The Coca-Cola Company or an affiliate, provided
that such shares are disposed of by The Coca-Cola Company or its
affiliate to an unrelated third party within 30 days of their being
acquired (provided, however, that if the disposition has not
occurred within the 30-day period, the Ownership Change shall be
deemed to have occurred when the beneficial ownership was first
acquired; and
(C) the beneficial ownership of the
Company’s common stock acquired with the prior consent of the
Affiliated Transaction Committee of the Company’s Board of
Directors, so that upon such Ownership Change, the entire
beneficial ownership of The Coca-Cola Company shall be considered
in determining whether The Coca-Cola Company is the beneficial
owner directly or indirectly of securities of the Company
representing more than 20% of the total combined voting power of
the Company’s then-outstanding securities.
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(ii)
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If
during any period of two consecutive years, the individuals
constituting the Board of Directors of the Company at the beginning
of the two-year period (and any new Director, except for a director
designated by a person who has entered into an agreement with the
Company to effect a “Change in Control” described in
clause (i), (iii) or (iv), whose election by the Board or
nomination for election by the Company’s shareowners was
approved by a vote of at least two-thirds of the directors then
still in office who were either directors at the beginning of the
two-year period or whose election or nomination for election was
previously so approved) cease for any reason to constitute at least
a majority of the Board.
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(iii)
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If
the shareowners of the Company approve a merger, consolidation, or
share exchange with any other “person,” other than
(i) a merger, consolidation, or share exchange that would
result in the voting securities of the Company outstanding
immediately prior to such event continuing to represent (either by
remaining outstanding or being converted into voting securities of
either (A) the surviving entity or (B) another entity
that owns, directly or indirectly, the entire voting interest in
the surviving entity (the “parent”)) more than 50% of
the voting power of the voting securities of the Company or the
surviving entity (or its parent) outstanding immediately after such
event, or (ii) a merger or consolidation effected to implement
a recapitalization of the Company in which no “person”
acquires more than 30% of the combined voting power of the
Company’s then-outstanding securities, then a “Change
in Control” shall have occurred immediately prior to such
merger, consolidation, or share exchange.
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(iv)
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If
the shareowners of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company’s assets (or any transaction having a similar
effect).
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“ Code ” means
the Internal Revenue Code of 1986, as amended.
“ Company ” means
Coca-Cola Enterprises Inc.
“ Eligible Employee
” means senior officers and management employees of the
Company (or any Affiliate of the Company designated by the HR and
Compensation Committee or its delegate as participating in the
Plan) who are in positions in the Global Leadership, Executive
Leadership, Strategic Leadership, or Business Unit/Functional
Leadership salary bands.
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“ ERISA ” means
the Employee Retirement Income Security Act of 1974, as
amended.
“ Good Reason ”
means the Eligible Employee’s (i) material demotion or
diminution of duties, responsibilities and authority;
(ii) material reduction in both base salary and annual
incentive opportunities (except for reductions in annual incentive
opportunities due to individual performance adjustments); or
(iii) assignment to a position requiring relocation of more
than 50 miles from the Eligible Employee’s primary workplace
( i.e. , the Company’s corporate headquarters or other
location, as applicable), provided, however, that (a) the
Eligible Employee does not consent to such event, (b) the
Eligible Employee has given written notice to the Company within 60
days of the date on which the circumstances giving rise to the
event initially arise, (c) the Company has one month to remedy
the matter, and (d) if the matter is not remedied, the
Eligible Employee actually separates from service within two years
after the initial existence of the circumstances giving rise to the
event.
“ HR and Compensation
Committee ” means the Human Resources and Compensation
Committee of the Board of Directors of the Company.
“ Plan ” means
the Coca-Cola Enterprises Inc. Executive Severance Plan.
“ Related Company
” means The Coca-Cola Company or a company that is at least
20 percent owned by The Coca-Cola Company or the
Company.
“ Severance Benefits
Committee ” means the committee established by the HR and
Compensation Committee to decide claims for benefits as described
in Section 7 of this Plan.
“ Years of Service
” means complete years of employment with Coca-Cola
Enterprises Inc. or one of its Affiliates or predecessor companies,
or any Related Company. If an Eligible Employee’s period of
employment with the Company, its Affiliates, or any Related Company
includes a break in service of 12 months or more, Years of Service
will be determined taking into account only years of employment
following such break in service. If an Eligible Employee received
severance pay from the Company, an Affiliate, or a Related Company
and subsequently became employed by the Company or its Affiliates,
the years of employment taken into account in determining such
severance pay shall not be taken into account in determining Years
of Service.
(a) General Rules . An
Eligible Employee shall receive the severance pay and benefits
described in this Plan if the Eligible Employee’s employment
with the Company and its Affiliates is terminated (i) by the
Company other than for Cause at any time or (ii) by the
Eligible Employee for Good Reason within 24 months following a
Change in Control. In order to receive severance pay and benefits
under the Plan, an Eligible Employee must execute a release of
claims and non-competition agreement in the form provided by the
Company and must not be in breach of any other restrictive
covenants or other obligations under this Plan or any other
agreement with the Company or its Affiliates, including, but not
limited to, noncompetition, confidentiality, and similar
provisions.
(b) Limitations . An Eligible
Employee shall not receive severance pay and benefits under this
Plan in any circumstance other than those described in
Section 3(a), including, but not limited to, the Eligible
Employee’s voluntary termination of employment without Good
Reason or the Eligible Employee’s death or disability.
Furthermore, an Eligible Employee shall not receive severance pay
and benefits under this Plan if the Eligible Employee receives
severance pay and benefits under another severance plan of the
Company or its Affiliates or has entered into an individual
employment or severance contract with the Company or an Affiliate
that provides for severance pay and benefits and such contract is
in effect on the date of the Eligible Employee’s termination
of employment, even if such severance pay and benefits would be
less than those offered under the Plan.
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4.
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Severance
Pay and Benefits .
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(a) Severance Pay . An
Eligible Employee shall receive severance pay in accordance with
the following schedule, based on the Eligible Employee’s
salary band:
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Years of Service
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Amount of Severance
Pay
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Global, Executive, and
Strategic
Leadership Bands
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Business Unit/Functional
Leadership Band
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Fewer
than 2 Years of Service
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12
months of base salary and one times an Annual Bonus
Award
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12
months of base salary and one times an Annual Bonus
Award
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At
Least 2 But Fewer Than 10 Years of Service
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18
months of base salary and one and one-half times an Annual Bonus
Award
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15
months of base salary and one and one-quarter times an Annual Bonus
Award
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10 or
more Years of Service
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24
months of base salary and tw
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