Plan Administration Contract Clauses (1,060)

Plan Administration. The Deferred Stock Award described in this Agreement has been granted subject to the terms of the Stock Incentive Plan, and the shares deliverable to Participant in connection with a Deferred Stock Award will be from the shares available for grant pursuant to the terms of the Stock Incentive Plan. The Deferred Cash Award described in this Agreement has been granted subject to the terms of the DCAP. The Committee has the exclusive discretionary authority to make findings of fact, conclusions,... and determinations regarding the interpretation of the Agreements or relevant Plan provisions or the administration of the Awards (including but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts, including notional interest. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant. View More

Plan Administration. The Deferred Stock Award described in this Agreement has been granted subject to the terms of the Stock Incentive Plan, and the shares deliverable to Participant in connection with a Deferred Stock Award will be from the shares available for grant pursuant to the terms of the Stock Incentive Plan. The Deferred Cash Award described in this Agreement has been granted subject to the terms of the DCAP. The Committee has the exclusive discretionary authority to make findings of fact, conclusions,... and determinations regarding the interpretation of the Agreements or relevant Plan provisions or the administration of the Awards (including but not limited to determining exchange rates for Award settlement), and will have the exclusive and final authority to determine all calculations of all Award amounts, including notional interest. The Committee has the exclusive authority to establish administrative procedures to implement the terms of the Award. Any such procedure will be conclusive and binding on Participant. 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)... 678-260-3000 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. 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)... 678-260-3000 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 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. (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. (a) Administration. The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to establish the rules and regulations relating to the Plan, to interpret the Plan and those rules and regulations, to determine the Awards and the Performance Measures applicable to each Award, to approve all Awards, to decide the facts in any case arising under the Plan, and to make all other determinations and to take all other actions necessary or appropriate for the... proper administration of the Plan. In making any determinations under or referred to in the Plan, the Committee shall be entitled to rely on opinions, reports or statements of employees of the Company and of counsel, public accountants, and other professional or expert persons. The Committee's administration of the Plan, including all such rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on the Company and its stockholders and all employees, including Participants and their beneficiaries. No member of the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award. (b) Delegation. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, and may delegate all or any part of its responsibilities and powers for administering the Plan to one or more persons as the Committee deems appropriate, and at any time may revoke any such allocation or delegation. View More

Plan Administration. (a) Administration. The Plan shall be administered by the Committee. The Committee shall have full discretionary authority to establish the rules and regulations relating to the Plan, to interpret the Plan and those rules and regulations, to determine the Awards and the Performance Measures applicable to each Award, to approve all Awards, to decide the facts in any case arising under the Plan, and to make all other determinations and to take all other actions necessary or appropriate for the... proper administration of the Plan. In making any determinations under or referred to in the Plan, the Committee shall be entitled to rely on opinions, reports or statements of employees of the Company and of counsel, public accountants, and other professional or expert persons. The Committee's administration of the Plan, including all such rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on the Company and its stockholders and all employees, including Participants and their beneficiaries. No member of the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award. (b) Delegation. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, and may delegate all or any part of its responsibilities and powers for administering the Plan to one or more persons as the Committee deems appropriate, and at any time may revoke any such allocation or delegation. View More

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... notified 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. 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... notified 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