Plan Administration Contract Clauses (430)

Plan Administration. The Chief Executive Officer shall have final authority to interpret the provisions of the Plan. Interpretations by the Chief Executive Officer which are not patently inconsistent with the express provisions of the Plan shall be conclusive and binding on all participants and their designated beneficiaries. It is the responsibility of the Senior Vice President-Strategy & Shared Services (i) to cause each person selected to participate in the Plan to be furnished with a copy of the Plan and to be n...otified in writing of such selection, the applicable goals and the range of the awards for which the participant is eligible; (ii) to cause the awards to be calculated in accordance with the Plan; and (iii) except to the extent reserved to the Chief Executive Officer or the Compensation Committee hereunder, to administer the Plan consistent with its express provisions. View More

Plan Administration. (a) The Committee shall be responsible for the general administration and interpretation of the Bonus Plan and for carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation, the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Bonus Plan. Subject to the limitations on Committee discretion imposed under Section 162(m), the Committee shall have such powers... as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Bonus Plan: 2 (i) authority to adopt Performance Goals and Target Bonus Awards under the Bonus Plan for the Performance Period on or prior to the Target Determination Cutoff Date; (ii) authority to determine eligibility and the amount, manner and time of payment of any Bonus Awards hereunder, including authority to exercise negative discretion in reducing any Maximum Bonus Award; (iii) authority to construe and interpret the terms of the Bonus Plan; (iv) authority to prescribe forms and procedures for purposes of Bonus Plan participation and distribution of Bonus Awards; and (v) authority to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Bonus Plan. (b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Bonus Plan or the 2012 Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. View More

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 terms and conditions. To the extent any provision of this Award is inconsistent or in conflict with 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: EXECUTIVE COMPENSATION OFFICECOCA-COLA ENTERPRISES, INC.2500 WINDY RIDGE PARKWAYATLANTA, GA 30339USA(001) 678-2...60-3000 EX-10.8.2 4 exhibit1082formofussroffic.htm EXHIBIT 10.8.2 Exhibit 10.8.2 Form of US Sr Officer PSU Award Exhibit 10.8.2Coca-Cola Enterprises, Inc.Form of Performance Share Unit Agreement For Senior Officers in the United StatesName of Performance Stock Unit Recipient:Target PSU Award:Service Date:Payment Date:The terms and conditions applicable to this Performance Share Unit Award ("PSU Award" or "Award") made by Coca-Cola Enterprises, Inc. (the "Company") to U.S. executives on [DATE OF GRANT] are described below. This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended Effective February 7, 2012) (the "Plan"), the terms of which are incorporated into this document. All capitalized terms in this agreement (the "Agreement") shall have the meaning assigned to them in this Agreement or in the Plan.1.Performance Share Unit Award. Your Target PSU Award is expressed as the number of performance stock units ("PSUs") that will be earned if the target goal(s) of the Performance Conditions described in Section 2, below, are met (prior to any adjustment).2.Vesting in Your PSU Award. Upon the satisfaction of both the performance and service conditions to vesting (except as provided in Section 3), the Company will distribute a share of Coca-Cola Enterprises, Inc.'s common stock ("Stock") to you for each PSU earned under your PSU Award. a. Service Condition to Vesting. You must remain continuously employed by the Company or an Subsidiary until the Service Date to satisfy the service condition to vesting. b. Performance Conditions to Vesting. The percentage of the Target PSU Award that you earn will be determined based on the results under the Performance Conditions, which are as follows: [INSERT DEFINITIONS OF EACH PERFORMANCE CONDITION, THE PERFORMANCE PERIOD, THE MINIMUM, TARGET AND MAXIMUM PERFORMANCE LEVELS (TOGETHER WITH THE CORRESPONDING PERCENTAGE OF PSUs EARNED AT SUCH LEVELS), AND ADJUSTMENT RULES, IF ANY]. View More

Plan Administration. (a) The Plan Administrator is responsible for the general administration and management of the Plan and shall have all powers and duties necessary to fulfill its responsibilities, including, but not limited to, the discretion to interpret and apply the Plan and to determine all questions 4 relating to eligibility for benefits. The Plan shall be interpreted in accordance with its terms and their intended meanings. However, the Plan Administrator and all Plan fiduciaries shall have the discretion ...to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion they deem to be appropriate in their sole discretion, and to make any findings of fact needed in the administration of the Plan. The validity of any such interpretation, construction, decision, or finding of fact shall not be given de novo review if challenged in court, by arbitration, or in any other forum, and shall be upheld unless clearly arbitrary or capricious. (b) All actions taken and all determinations made in good faith by the Plan Administrator or by Plan fiduciaries will be final and binding on all persons claiming any interest in or under the Plan. To the extent the Plan Administrator or any Plan fiduciary has been granted discretionary authority under the Plan, the Plan Administrator's or Plan fiduciary's prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. (c) If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Plan Administrator in its sole discretion, the provision shall be considered ambiguous and shall be interpreted by the Plan Administrator and all Plan fiduciaries in a fashion consistent with its intent, as determined in the sole discretion of the Plan Administrator. The Plan Administrator shall amend the Plan retroactively to cure any such ambiguity. (d) No Plan fiduciary shall have the authority to answer questions about any pending or final business decision of the Company or any affiliate that has not been officially announced, to make disclosures about such matters, or even to discuss them, and no person shall rely on any unauthorized, unofficial disclosure. Thus, before a decision is officially announced, no fiduciary is authorized to tell any employee, for example, that the employee will or will not be laid off or that the Company will or will not offer exit incentives in the future. Nothing in this subsection shall preclude any fiduciary from fully participating in the consideration, making, or official announcement of any business decision. (e) This Section 6 may not be invoked by any person to require the Plan to be interpreted in a manner inconsistent with its interpretation by the Plan Administrator or other Plan fiduciaries. View More