UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
February 8, 2007
COCA-COLA
ENTERPRISES INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of Incorporation)
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01-09300
(Commission
File No.)
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58-0503352
(IRS
Employer Identification No.)
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2500
Windy Ridge Parkway, Atlanta, Georgia 30339
(Address
of principal executive offices, including zip code)
(770)
989-3000
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Page
1
Exhibit
Index Page 5
Item
5.02(e) Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Cash
Awards
At its meeting on February 8, 2007, the Human Resources and Compensation Committee of the Board of Directors of Coca-Cola Enterprises Inc. approved cash awards to senior officers based on the company’s 2006 business performance. The senior officers did not earn an annual bonus under the company’s annual cash incentive plan, the Executive Management Incentive Plan, because the company recorded a $2.9 billion non-cash impairment charge related to the estimated decline in its North American franchise license intangible assets. Nonetheless, the Human Resources and Compensation Committee determined that it was appropriate to provide discretionary awards based on the company’s sales volume performance and its operating income results for 2006, adjusted to exclude the effects of this impairment charge.
The
discretionary cash awards that were approved for the company’s officers whose
2006 compensation will be discussed in the company’s 2007 proxy statement are,
as follows: John F. Brock, Chief Executive Officer, $1,038,400; Lowry F. Kline,
former Chief Executive Officer and Executive Chairman, $811,368; John J.
Culhane, Executive Vice President and General Counsel, $320,188; Shaun B.
Higgins, Executive Vice President and President, European Group, $392,683;
Terrance M. Marks, Executive Vice President and President, North American Group,
$392,683; Vicki R. Palmer, Executive Vice President, Financial Services and
Administration, $324,719; and William W. Douglas III, Senior Vice President,
Chief Financial Officer, $324,719. These awards were contingent upon
approval by the Audit Committee of the company's 2006 financial statements,
which also occurred on February 8, 2007.
Executive
Severance Plan
At
its
meeting on February 9, 2007, the company’s Board of Directors approved the
company’s Executive Severance Plan. This plan replaces the Executive Severance
Guidelines established in 2005 and is designed to provide severance benefits
in
the event of an eligible employee’s involuntary termination of employment
without cause or, if occurring within two years after a change in control,
the
employee’s constructive termination. The plan provides for severance payments
equal to between one and two years of the employee’s base salary and between one
to two annual incentive plan awards paid at 80% of the employee’s target award.
The amount of an employee’s severance payments is based on his or her length of
service with the company and other related companies. An eligible employee
is
also entitled to $10,000 to mitigate the cost of future medical coverage and
to
a prorated annual bonus for the year in which his or her employment terminates.
Additionally, the service conditions for vesting will be waived on a pro rata
portion of the employee’s restricted stock or stock unit awards, but the awards
will not vest unless the performance conditions for vesting are met within
a
specified period.
Page
2
Severance
payments under the Executive Severance Plan are conditioned on the employee’s
entering into a noncompetition agreement and other restrictive covenants, as
well as releasing the company from all claims related to his or her employment.
The plan also provides that an employee who receives benefits under the plan
must repay the company for all severance benefits and gains from the vesting
of
restricted stock or stock units provided under the plan if the Board of
Directors determines, within two years after the employee’s termination date,
the employee could have been terminated for cause.
The
Coca-Cola Enterprises Inc. Executive Severance Plan is attached as Exhibit
10.1.
A form agreement under the Executive Severance Plan is attached as Exhibit
10.2.
Item
9.01
Financial
Statements and Exhibits
(c) Exhibits
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10.1
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Executive
Severance Plan
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10.2
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Form
Agreement under Executive Severance
Plan
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Page
3
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COCA-COLA
ENTERPRISES INC.
(Registrant)
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Date:
February 14, 2007
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By: /S/
JOHN J.
CULHANE
John
J. Culhane
Executive
Vice President and General Counsel
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Page
4
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Executive
Severance Plan.
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10.2
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Form
of Agreement under Executive Severance
Plan
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Page
5