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Coca-Cola Enterprises Inc. Executive Severance Plan (As Amended and Restated Effective December 31, 2008)

Termination Severance Agreement

Coca-Cola Enterprises Inc. Executive Severance Plan (As Amended and Restated Effective December 31, 2008) | Document Parties: COCA COLA ENTERPRISES INC You are currently viewing:
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COCA COLA ENTERPRISES INC

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Title: Coca-Cola Enterprises Inc. Executive Severance Plan (As Amended and Restated Effective December 31, 2008)
Governing Law: Delaware     Date: 2/13/2009
Industry: Beverages (Non-Alcoholic)     Sector: Consumer/Non-Cyclical

Coca-Cola Enterprises Inc. Executive Severance Plan (As Amended and Restated Effective December 31, 2008), Parties: coca cola enterprises inc
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Exhibit 10.5.4

Coca-Cola Enterprises Inc.

Executive Severance Plan

(As Amended and Restated Effective December 31, 2008)

 

1.

Purpose .

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.

 

2.

Definitions .

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):

 

 

(i)

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.

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.

 

 

(ii)

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.

 

 

(iii)

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.

 

 

(iv)

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).

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.

 

2


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.

 

3.

Eligibility .

(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.

 

3


4.

Severance Pay and Benefits .

(a) Severance Pay . An Eligible Employee shall receive severance pay in accordance with the following schedule, based on the Eligible Employee’s salary band:

 

Years of Service

  

Amount of Severance Pay

 

  

Global, Executive, and Strategic

Leadership Bands

  

Business Unit/Functional Leadership Band

Fewer than 2 Years of Service

  

12 months of base salary and one times an Annual Bonus Award

  

12 months of base salary and one times an Annual Bonus Award

At Least 2 But Fewer Than 10 Years of Service

  

18 months of base salary and one and one-half times an Annual Bonus Award

  

15 months of base salary and one and one-quarter times an Annual Bonus Award

10 or more Years of Service

  

24 months of base salary and tw


 
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