EXHIBIT 10.1
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) a willful act of personal dishonesty
               or fraud in either case, committed against 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. For purposes of this definition of Cause, no act or failure to act by
               you shall be considered “willful” unless it occurs without your good
               faith belief that such act or failure to act was in, or not contrary to, the
               best interests of the Company. “Good Reason” means your (i) demotion
               or diminution of duties, responsibilities and status; (ii) a material reduction
               in base salary or annual cash bonus incentive opportunities (whether in one
               reduction or cumulatively); or (iii) relocation of your principal office more
               than 50 miles from Atlanta, unless such relocation is closer to your primary
               residence, or outside the Company’s corporate headquarters. You must give
               written notice to the Company within 60 days of the date on which you are
               notified of such circumstances, and the Company will have one month to remedy
               the matter. 



               



     	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. 	
          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