Form of Stock Option Agreement, after October 29, 2008



 Exhibit 10.16.4 
 Form Stock Option Agreement 
 (Chief Executive Officer and Senior Officers) 
 In connection with the 2007 Incentive Award Plan 
 For Awards After October 29, 2008 
 Name of Optionee: 
 Number of Options, each one for one share of Coca-Cola Enterprises Inc. common stock: 
 Grant Date: 
 Option Exercise Price: 
 Conditions for Vesting: 
 The terms and conditions applicable to the grant of stock options made by Coca-Cola Enterprises Inc. (the “Company”) to U.S. employees on this Grant Date are
described below. This grant was made under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan (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.	Duration of Options. You have until [insert date 10 years from the date of grant], to exercise any vested options, as long as you are continuously employed by
Coca-Cola Enterprises or an Affiliated Company. 

  

	2.	Effect of Termination of Employment. If your employment terminates before options are vested, any unvested options will be forfeited. Any options that are, or become, vested
at the time of your termination may only be exercised up to the earliest of [insert date 10 years from the Grant Date], or 

  

	 	a.	48 months following your Retirement 

  

	 	b.	36 months following your death or termination due to your Disability 

  

	 	c.	24 months following your Severance Termination 

  

	 	d.	6 months following 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 after a Change in Control of the Company (as defined in the 2007
Incentive Award Plan), any unvested options will become vested on your termination date, and all of the options that are, or become, vested at the time of your termination may be exercised until [insert date 10 years from the Grant 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
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 for at least one
year. 









	 	c.	“Retirement” means your termination of employment from the Company or an Affiliated Company at or after age 55, provided (i) your age and service, when added
together, equals 60 and (ii) you are not terminated for Cause. 

  

	 	d.	“Severance Termination” means your involuntary termination without Cause or, within two years of a Change in Control of the Company, your voluntary termination for Good
Reason, provided you execute a release of all potential claims against the Company. “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 (i) a 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 your primary workplace. 

  

	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; 

  

	 	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 exercise of the option. 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 must 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 

  

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shares that cannot be satisfied by the means described above. 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. 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: 

 COCA-COLA ENTERPRISES INC. 

STOCK PLAN ADMINISTRATOR 
 P.O. BOX 723040

 ATLANTA, GA, USA 31139-0040 
 770-989-3000 
  

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