Coca-Cola Enterprises Inc 20__ Stock Option Grant
EXHIBIT 99.2
Coca-Cola Enterprises
Inc
20__ Stock Option Grant
Name of Optionee: _______________________
Number of Options, each one for one share of CCE common stock: ____________________________
Grant Date: __________________________
Option Exercise Price: _____________________
Conditions for Vesting: ____________________
We are pleased to advise you of your 20__ stock option grant from Coca-Cola Enterprises Inc. (also referred to as the “Company”). The terms and conditions applicable to this grant of stock options are described below.
| 1. | Vesting of Options. Your 20__ options will become exercisable upon satisfaction of the vesting conditions specified above or upon your death or Disability. Further, in the event of a Change in Control of the Company (as defined in the 2004 Stock Award Plan) during your employment with the Company, any unvested shall vest immediately. |
| 2. | Duration of Options. You have ten years from the date of grant (“Expiration Date”) to exercise any vested options, as long as you are continuously employed by Coca-Cola Enterprises or an Affiliated Company. |
| 3. |
Effect of Termination of Employment. If your employment terminates before
all options under this grant are vested, your unvested options are forfeited.
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a. 60 months after your termination because of Retirement, death or Disability
b. 6 months after your termination for any other reason.
| 4. | Effect of a Change in Control of the Company. In the event of a Change in Control of the Company (as defined in the 2004 Stock Award Plan) during your employment with the Company or an Affiliated Company, any unvested options shall vest immediately. All options that are, or become, vested at the time of a Change in Control may be exercised up to their Expiration Date, even if at the time of exercise you are no longer employed by the Company or an Affiliated Company. |
| 5. |
Definitions. For purposes of this grant, the following definitions apply:
|
| a. | An “Affiliated Company” includes The Coca-Cola Company and any company of which the Company or The Coca-Cola Company owns at least 20% of the voting stock or capital if (1) such company is a party to an agreement that provides for continuation of certain employee benefits upon immediate employment with such company and (2) the Company agrees to this subsequent employment. |
| b. | “Retirement” means an optionee’s voluntary termination of employment on or after the earliest date on which such optionee would be eligible for an immediately payable benefit under the Coca-Cola Enterprises Inc. Employees’ Pension Plan. |
| c. | “Disability” means the optionee’s 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. |
| 6. | Exercise of Options. The Plan is administered by a Committee of the Company’s Board of Directors, whose function is to ensure the Plan is managed according to its respective terms and conditions, as well as the terms of this grant. To the extent any provision of this grant is inconsistent with or in conflict with the any provision of the Plan, the Plan shall govern. |
| 7. |
Nature of Grant. In accepting the grant, you are acknowledging
that: |
| a. | the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; |
| b. | the grant of the options is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; |
| c. | all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; an |
| d. | in consideration of the grant of options, no claim or entitlement to compensation or damages shall arise from termination of the options or diminution in value of the options or shares purchased through exercise of the options 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 grant, you shall be deemed irrevocably to have waived your entitlement to pursue such claim. |
| 8. | Responsibility for Taxes. By accepting this grant, you also acknowledge that, regardless of any action the Company or your employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate your liability for Tax-Related Items. |
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Prior
to exercise of the option, you may be required to pay or make adequate arrangements
satisfactory to the Company and/or your employer to satisfy all withholding and payment on
account obligations of the Company and/or your employer. In this regard, you are
hereby authorizing the Company and/or your employer to withhold all applicable Tax-Related
Items legally payable by you from your wages or other cash compensation paid to you by the
Company and/or your employer or from proceeds of the sale of the shares. Alternatively, or
in addition, if permissible under local law, the Company may (i) sell or arrange
for the sale of shares that you acquire to meet the withholding obligation for Tax-Related
Items, and/or (ii) withhold in shares, provided that the Company only withholds the amount
of shares necessary to satisfy the minimum withholding amount. Finally, you shall pay to
the Company or your employer any amount of Tax-Related Items that the Company or
your employer may be required to withhold as a result of your participation in the Plan or
your purchase of shares that cannot be satisfied by the means previously described. The
Company may refuse to honor the exercise and refuse to deliver the shares if you fail to
comply with your obligations in connection with the Tax-Related Items, as described in
this section.
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| 9. | Deemed Acceptance of Grant. This document is a summary of your grant under the Coca-Cola Enterprises Inc. 2004 Stock Award Plan (the “Plan”), the terms of which are incorporated by reference into this document. There is no need to acknowledge your acceptance of this grant of stock options, as you will be deemed to have accepted the grant and the terms and conditions of the Plan and this document unless you notify the Company otherwise in writing. |
| 10. | Plan Administration. The Plan is administered by a Committee of the Company’s Board of Directors, whose function is to ensure the Plan is managed according to its respective terms and conditions, as well as the terms of this grant. To the extent any provision of this grant is inconsistent with or in conflict with the any provision of the Plan, the Plan shall govern. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to: |
COCA-COLA ENTERPRISES INC.
STOCK PLAN ADMINISTRATOR
P. O. Box 723040
USA, ATLANTA, GA 31139-0040
000-000-0000
