Executive Management Incentive Plan




EXHIBIT 10.16


COCA-COLA ENTERPRISES INC.


EXECUTIVE MANAGEMENT INCENTIVE PLAN


(EFFECTIVE JANUARY 1, 1999)


SECTION 1. PURPOSE


      The purpose of the Executive Management Incentive Plan (the “Plan”) is to
advance the interest of Coca-Cola Enterprises Inc. (the “Company”) by providing
executive officers and managers of the Company with incentive to assist the
Company in meeting and exceeding its business goals.


SECTION 2. ADMINISTRATION


      The Plan shall be administered by a Compensation Committee (the
“Committee”) appointed by the Board of Directors of the Company (the “Board”)
from among its members and shall be comprised of not fewer than two members who
shall be “outside directors” within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the
regulations thereunder.


      The Committee may, subject to the provisions of the Plan, establish such
rules and regulations or take such action as it deems necessary or advisable for
the proper administration of the Plan. Each interpretation made or action taken
pursuant to the Plan shall be final and conclusive for all purposes and binding
upon all persons, including, but not limited to, the Company, the Committee, the
Board, the affected Participants (as defined in Section 3), and their respective
successors in interest.


      In addition to such other rights of indemnification as they have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, but not
limited to, attorneys’ fees) incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal, to which they or
any of them may be a party by reason of any action taken or failure to act in
connection with the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved to the extent required by and in
the manner provided by the Certificate of Incorporation or Bylaws of the Company
relating to indemnification of directors) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
Committee member or members did not act in good faith and in a manner he, she or
they reasonably believed to be in or not opposed to the best interest of the
Company.


SECTION 3. ELIGIBILITY


      Cash awards (“Awards”) may be made under this Plan to persons who are
executive officers, in the senior executive band, and in the executive band of
the Company and its Subsidiaries (“Participants”).


      “Subsidiary” shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 25% or more of the voting stock
or capital during any Performance Period (as defined).


SECTION 4. PERFORMANCE GOAL CRITERIA


      The Committee shall establish specific objective targets in relation to the
cash operating profit as budgeted by the Company (“Budgeted COP”) for each
performance unit of the Company, over a









period of a calendar year (the “Performance Period”) designated by the
Compensation Committee as a Performance Period for which an Award shall be made.
Awards under the Plan shall be paid solely on account of the attainment of these
targets, which shall be preestablished in accordance with Section 162(m) of the
Internal Revenue Code and regulations thereunder. For the purposes of the Plan,
cash operating profit shall be determined as operating income plus depreciation
and amortization, normalized for acquisitions, divestitures and other
significant financial events. For purposes of the Plan, performance units shall
be classified as corporate, group, region or division, or as otherwise
determined by the Committee prior to the beginning of the Performance Period.


SECTION 5. CALCULATION OF AWARDS


      The Committee shall establish Award levels, described as percentages by
which a Participant’s annual base salary shall be multiplied, to determine the
amount of an Award payable upon the attainment of specified targets of Budgeted
COP. No Award under the Plan shall exceed 115% percent of a Participant’s annual
base salary. An Award paid to a Participant shall be calculated using the annual
base salary in effect on December 31 of the year for which the Award is made.
Notwithstanding the preceding sentence, the annual base salary used to calculate
an Award paid to a Participant (under this Section 5 or Section 6) may not
exceed such Participant’s annual base salary in effect on January 1 of any
Performance Period for which the Award is made, increased by 10%.


SECTION 6. PRORATED AWARDS


      (i) A person hired or promoted into a position identified in Section 3
(“Eligible Position”) during a Performance Period shall receive a prorated Award
for the period of time the person was employed in an Eligible Position, using
the Participant’s base salary in effect on December 31 of the Performance Period
for which the Award is made.


      (ii) A Participant who is transferred from one Eligible Position to another
Eligible Position during a Performance Period shall receive an Award that is
prorated for the period of time the Participant was employed within each
Eligible Position, using the Participant’s annual base salary in effect on
December 31 of the Performance Period for which the Award is made.


      (iii) A Participant who is not employed in an Eligible Position on the last
day of the Performance Period due to the Participant’s transfer to a position
with the Company or a Subsidiary that is not an Eligible Position shall receive
an Award that is prorated for the period of time the Participant was employed in
an Eligible Position, using the Participant’s annual salary on the last day that
the Participant is employed in that Eligible Position.


      (iv) A Participant whose employment with the Company or any Subsidiary
terminates prior to the last day of the Performance Period shall not receive any
Award under the Plan unless the reason for such termination was the
Participant’s death, disability, or retirement. In the event a Participant
terminates on account of such circumstances, the Participant shall receive a
prorated Award determined as if the Participant transferred to a position within
the Company that is ineligible for participation in the Plan as of the date of
such termination.


      (v) For purposes of this Section 6:



		
	 	      (a) “Retirement” means a Participant’s voluntary termination
of employment on a date which is on or after the earliest date on
which such Participant would be eligible for an immediately
payable benefit pursuant to the terms of the defined benefit
pension plan sponsored by the Company or a Subsidiary in which the
Participant participates. If the Participant does not participate
in such a plan, the date shall be determined as if the Participant
participated in the Company’s defined benefit plan covering the
majority of its non-bargaining employees in the United States.













		
	 	      (b) “Disability” shall be determined according to the
definition of “total and permanent disability,” in effect at the
time of the determination, in the defined benefit plan sponsored
by the Company or a Subsidiary in which the Participant
participates. If the Participant does not participate in such a
plan or such plan does not define “disability,” “disability” shall
mean the Participant’s 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 Committee, is expected to have a
duration of not less than one year.




		
	 	      (c) “Prorated” means the determination of the amount of an
Award for partial participation in a particular Eligible Position,
which amount is determined according to the nearest whole number
of months in which a Participant was employed in the relevant
Eligible Position(s) during the Performance Period for which the
Award is made.




		
	 	      (d) For purposes of this Section 6, a Participant’s employment
with the Company or any Subsidiary will be deemed not to be a
termination of employment if the Participant’s reason for
termination is due to immediate employment with any other
Subsidiary or any Related Company; however, in such event, the
Participant shall receive a prorated Award as if the Participant
transferred to a position that is not eligible for participation
under the Plan. The term “Related Company” shall include The
Coca-Cola Company or any corporation or business entity in which
The Coca-Cola Company owns, directly or indirectly, 25% or more of
the voting stock or capital if (i) such company is a party to an
active reciprocity agreement with the Company and (ii) the Company
has assented to the Participant’s subsequent employment.



SECTION 7. DISCRETION OF THE COMPENSATION COMMITTEE


      All Awards shall be made solely on the basis of the performance goals set
forth by the Committee pursuant to Section 4 and only in accordance with the
standards set forth in Section 5. The Committee shall have no authority to
increase the amount of an Award payable to a Participant that would otherwise be
due upon the attainment of the performance goal. The Committee shall, however,
have the authority to reduce or eliminate any Award under the Plan.


SECTION 8. COMMITTEE CERTIFICATION


      Prior to payment of an Award, the Committee shall certify in writing that
the performance targets in Section 4 have, in fact, been satisfied.


SECTION 9. AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN


      The Board or the Committee may terminate the Plan in whole or in part, may
suspend the Plan in whole or in part from time to time, and may amend the Plan
from time to time to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in the Awards made thereunder that does not
constitute the modification of a material term of the Plan. Any such action may
be taken without the approval of the share owners unless the Committee
determines that the approval of share owners would not be necessary to retain
the benefits of Section 162(m) of the Internal Revenue Code.


SECTION 10. GOVERNING LAW


      The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.