EXHIBIT 10.5


Coca-Cola
Enterprises Inc. 

20__Stock Option Grant 




Name of Optionee: 



Number of Options, each one for one
share of common stock of Coca-Cola Enterprises Inc.: 




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. 	
          Duration of Options. Your vested options may be exercised for ten years
          from the date of grant (“Expiration Date”), as long as you are
          continuously employed by the Company or an Affiliated Company. 



          



     	2. 	
          Effect of Termination of Employment.  If your employment terminates
          before the Expiration Date, your unvested options are forfeited. 

 



	  	
Any
options that are, or become, vested at the time of your termination may only be exercised
up to the earliest of the Expiration Date, or 


 	a. 	  	
               48 months after your termination because of Retirement 

	 	 	 
	b.	 	36
               months following your death or termination due to your Disability 
	 	 	 
	c.	 	24
               months following your Severance Termination 
	 	 	 
	d.	 	6
               months after your termination for any other reason. 

               

 




     	3. 	
          Effect of a Change in Control of the Company.  In the event of your
          Severance Termination within two years of a Change in Control of the Company (as
          defined in the 2004 Stock Award Plan), any unvested options shall become vested
          on your termination date and all the options that are, or become, vested at the
          time of your termination may be exercised up to the Expiration Date. 



          



     	
          4. 	
          
          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. 	  	
                    “Disability” means your inability, by reason of a medically
                    determinable physical or mental impairment, to engage in any substantial 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. 



                    



               	c. 	  	
                    “Retirement” means your voluntary termination of employment on or
                    after the earliest date on which you would be eligible for an immediately
                    payable benefit under the Coca-Cola Enterprises Inc. Employees’ Pension
                    Plan. 



                    



               	d. 	  	
                    “Severance Termination” means your involuntary termination without
                    Cause or your voluntary termination for Good Reason. For purposes of this
                    definition, “Cause” means (i) willful or gross misconduct that is
                    materially detrimental to the Company, (ii) acts of personal dishonesty or fraud
                    toward the Company or (iii) conviction of a felony, except for a conviction
                    related to vicarious liability based solely on your position with the Company,
                    provided that you had no involvement in actions leading to such liability or had
                    acted upon the advice of the Company’s counsel; and “Good Reason”
                    means your (i) demotion or diminution of duties, responsibilities and status,
                    (ii) a material reduction in base salary and annual incentive opportunities, or
                    (iii) assignment to a position requiring relocation of more than 50 miles from
                    the Company’s corporate headquarters. 



                    



     	5. 	
          Exercise of Options. You may exercise your vested options by following
          the procedures established from time to time by the Company. 



          



     	
          6. 	
          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; and 



                    



               	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. 



                    



     	7. 	
          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. 



          



	  	
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. 






     	8. 	
          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. 

           



          
          	
               9. 
	
               Data Privacy. You hereby explicitly and unambiguously consent
               to the collection, use and transfer, in electronic or other form, of
               your personal data as described in this Agreement, by and among, as applicable,
               your employer, the Company, its Subsidiaries and its affiliates for the
               exclusive purpose of implementing, administering and managing your
               participation in the Plan. 



               



	  	
You
understand that the Company and your employer may hold certain personal information about
you, including,  but not limited to, your name, home address and telephone number,
date of birth, social insurance number or  other identification number, salary,
nationality, job title, any shares of Stock or directorships held in the  Company,
details of all options or any other entitlement to shares of Stock granted, canceled,
vested,  unvested or outstanding in your favor, for the purpose of implementing,
administering and managing the Plan  (“Data”). You understand that Data
may be transferred to any third parties assisting in the implementation, 
administration and management of the Plan, that these recipients may be located in your
country, or  elsewhere, and that the recipient’s country may have different
data privacy laws and protections than your  country. You understand that you may
request a list with the names and addresses of any potential recipients  of the
Data by contacting your local human resources representative. You authorize the recipients
to  receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of  implementing, administering and managing your
participation in the Plan, including any requisite transfer of  such Data as may be
required to a broker or other third party with whom you may elect to deposit any shares
 of Stock acquired upon exercise of the option. You understand that Data will be
held only as long as is  necessary to implement, administer and manage your
participation in the Plan. You understand that you may,  at any time, view Data,
request additional information about the storage and processing of Data, require any 
necessary amendments to Data or refuse or withdraw the consent herein, in any case
without cost, by  contacting in writing your local human resources representative.
You understand that refusal or withdrawal  of consent may affect your ability to
participate in the Plan. For more information on the consequences of  your refusal
to consent or withdrawal of consent, you understand that you may contact your local human
 resources representative. 






     	10. 	
          Governing Law. This grant and the provisions of this Agreement are
          governed by, and subject to, the laws of the State of Georgia, U.S.A.,
          (excluding Georgia’s conflict of laws provision). For purposes of
          litigating any dispute that arises under this grant or the Agreement, the
          parties hereby submit to and consent to the jurisdiction of the State of
          Georgia, and agree that such litigation shall be conducted in the courts of Cobb
          County, Georgia, or the federal courts for the United States for the Northern
          District of Georgia, and no other courts, where this grant is made and/or to be
          performed. 



          



     	11. 	
          Deemed Acceptance of Grant. This document is a summary of your grant
          under the Coca-Cola Enterprises Inc. 2001 Stock Option Plan, the terms of which
          are incorporated by reference into this document. There is no need to
          acknowledge your acceptance of this grant of 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. 



          



     	12. 	
          Plan Administration. The Company is the administrator of the Plan, whose
          function is to ensure the Plan is managed according to its respective terms and
          conditions. A request for a copy of the Plan and any questions pertaining to the
          Plan should be directed to: 



          


                                     	
           	STOCK PLAN ADMINISTRATOR
                                    

          COCA-COLA ENTERPRISES INC.

          P. O.

          BOX 723040 

          ATLANTA, GA, USA 31139-0040

          (770) 989-3000