Executive Pension Plan



 Exhibit 10.3 
 COCA-COLA ENTERPRISES INC. 
 EXECUTIVE PENSION PLAN 
 (AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2008) 
 ARTICLE I 
 INTRODUCTION AND PURPOSE 
 1.1. Purpose. The purpose of the Coca-Cola Enterprises Inc. Executive Pension Plan (the “Plan”) is to supplement, for a select
group of eligible executives of the Company and Affiliates that have adopted the Plan, the retirement benefits provided under the Coca-Cola Enterprises Employees’ Pension Plan. 
 1.2. Amendment and Restatement. Coca-Cola Enterprises Inc. hereby amends and restates the Plan, effective December 31, 2008. This
amended and restated Plan shall apply to Participants who have not yet commenced payment of benefits under the Plan by December 31, 2008. Participants who have commenced payments by December 31, 2008 shall continue to be paid in accordance
with the form of payment then in effect. 
 ARTICLE II 
 DEFINITIONS 
 “Administrative Committee” means the committee appointed pursuant to Article VI
to administer the Plan or such committee’s designee. 
 “Affiliates” means all entities treated as a single service recipient or
employer with the Company pursuant to Code section 409A. 
 “Beneficiary” means (i) the beneficiary designated by the
Participant in accordance with the procedures established by the Administrative Committee, (ii) if the Participant has not designated a beneficiary or such beneficiary is no longer living, the Participant’s Surviving Spouse, and
(iii) if there is no designated beneficiary or Surviving Spouse, the Participant’s estate. 
 “Benefit Service” shall have
the same meaning as “Benefit Service” under the Pension Plan and shall be determined in the same manner as under the Pension Plan. 
 “Code” means the Internal Revenue Code of 1986, as amended. Reference to any section of the Code includes reference to any regulations promulgated thereunder, and any related administrative guidance, notice, or
ruling that amends or supplements such section. 
 “Company” means Coca-Cola Enterprises Inc., a Delaware corporation, or its
successor or successors. 
 “Compensation” means those amounts included in the definition of “Compensation” under the
Pension Plan determined without regard to the limits of Code Section 401(a)(17), plus any amounts deferred by the Participant under the Supplemental MESIP and any other nonqualified deferred compensation arrangement between the Employer and the
Participant, provided such amounts shall be considered only in the year in which they are first deferred and not in any later year, including the year(s) of receipt. Compensation shall not include any amounts paid under a severance plan of the
Employer or a severance agreement with the Employer. 







 “Eligible Employee” means an Employee who is employed in a position classified as within the
Global Leadership, Executive Leadership, Strategic Leadership, or Business Unit/Functional Leadership band, or in a position otherwise determined to be eligible for participation by the Administrative Committee. 
 “Employee” means any person who is an employee on the payroll of the Employer and shall exclude any person not on the payroll of the Employer,
such as an independent contractor or person paid by a temporary staffing or similar agency, even if a court or administrative agency determines at any time that such an individual is a common law employee of the Employer. 
 “Employer” means the Company and any Affiliate adopting the Plan with the consent of the Company. 
 “Final Average Earnings” shall be determined in the same manner as “Final Average Earnings” under the Pension Plan, provided, however,
that Compensation shall be used in making such determination, and Compensation earned in the year in which the Participant Separates from Service with the Employer and all Affiliates shall be considered Compensation earned in a complete calendar
year. 
 “Normal Retirement Age” means age 65. 
 “Participant” means an Eligible Employee who satisfied the requirements for participation in the Plan. Any current or former Employee who has an interest under the Plan shall also be considered a Participant.

 “Pension Plan” means the Coca-Cola Enterprises Employees’ Pension Plan. 
 “Pension Plan Base Benefit” means the retirement benefit the Participant would receive under the Pension Plan at Normal Retirement Age excluding
any portion of such benefit attributable to (i) a rollover to the Pension Plan from a defined contribution plan, (ii) any “add on” benefits relating to certain merged plans as described in the definition of an “Accrued
Benefit” under the Pension Plan, or (iii) any early retirement supplement paid pursuant to Article III.I. (or any successor provision) of the Pension Plan, and determined before any applicable offset to such retirement benefit as described
in the definition of an “Accrued Benefit” under the Pension Plan. 
 “Plan” means the Coca-Cola Enterprises Inc. Executive
Pension Plan. 
 “Plan Year” means the 12-month period beginning each January 1st and ending on the next December 31st.

 “Related Company” shall have the same meaning as “Related Company” under the Pension Plan. 
 “Separation from Service” or “Separates from Service” means a separation from service, within the meaning of Code section 409A, with
the Employer and all Affiliates, applying the special rules regarding military service and periods of leave treated as continued employment pursuant to Treas. Reg. §1.409A-1(h)(1)(i) and using a 50% threshold for the level of service rather
than 20% under Treas. Reg. §1.409A-1(h)(1)(ii). 
 “Social Security Taxable Wage Base” means, with respect to any calendar year,
the contribution and benefit base in effect under Section 230 of the Social Security Act at the beginning of the calendar year. 
 “Supplemental MESIP” means the Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings and Investment Plan. 
 “Supplemental Pension Plan” means the Coca-Cola Enterprises Inc. Supplemental Pension Plan. 
 “Surviving
Spouse” shall have the same meaning as “Surviving Spouse” under the Pension Plan. As under the Pension Plan, references to a “Surviving Spouse” or “spouse” shall be interpreted to refer to a person of the
opposite sex to whom the Participant is legally married, and references to “married” or “unmarried” shall be interpreted to refer to a legal marriage to a person of the opposite sex. 
  

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 “Vesting Service” shall have the same meaning as “Vesting Service” under the Pension
Plan and shall be determined, for purposes of the Plan, in the same manner as under the Pension Plan. Notwithstanding the preceding sentence, “Vesting Service” may also, in the sole discretion of the Administrative Committee, include
periods of service granted under an employment, severance, settlement or other written agreement between the Participant or a Related Company and the Employer. 
 ARTICLE III 
 PARTICIPATION 
 3.1. Initial Participation. An Employee shall become a Participant in the Plan on the later of the date on which he (a) becomes an
Eligible Employee or (b) becomes a participant in the Pension Plan. 
 3.2. Cessation of Participation. A Participant who
ceases to be an Eligible Employee as a result of a change in his employment classification shall no longer be a Participant and shall not be entitled to accrue a benefit under the Plan after the last day of the year in which the change in employment
classification occurs or after such other applicable date determined by the Administrative Committee. If such a Participant Separates from Service with the Employer and all Affiliates before the end of the period described in the preceding sentence,
any benefit calculations under the Plan shall include Compensation and Benefit Service through the date of such Separation from Service. 
 A
Participant who Separates from Service with the Employer and all Affiliates after the period described in the first sentence of this Section shall have the benefit calculated under Article IV as of the date he is no longer a Participant transferred
to the Supplemental Pension Plan. Such transferred benefit shall constitute a minimum benefit as provided in Section 4.3 of the Supplemental Pension Plan. The transferred benefit shall be calculated based on the reduction factors provided in
this Plan for purposes of determining whether it exceeds the benefit provided under the generally applicable Supplemental Pension Plan formula, and if the transferred benefit exceeds such Supplemental Pension Plan benefit, it shall be converted to a
lump sum or installments, as applicable, using the interest rate and mortality table applicable under this Plan. 
 ARTICLE IV

 BENEFITS 
 4.1.
Calculation of Benefit. A Participant’s benefit under this Plan shall be calculated in the manner described in this Section 4.1 and paid at the time and in the form provided in Section 4.2. 
  

	 	(a)	Normal or Late Retirement. A Participant who Separates from Service with the Employer and all Affiliates on or after attainment of his Normal Retirement Age shall be entitled
to a benefit calculated based on a life annuity in an amount equal to the excess, if any, of (1) over (2) below: 

  

	 	(1)	A retirement benefit equal to 1.15% percent of the Participant’s Final Average Earnings plus 0.25% of the Participant’s Final Average Earnings in excess of the Social
Security Taxable Wage Base in effect in the year the Participant Separates from Service with the Employer and all Affiliates, multiplied by the Participant’s Benefit Service. 

  

	 	(2)	The Participant’s Pension Plan Base Benefit. 

 If a
Participant was previously an Employee and accrued a vested benefit under this Plan during that prior period of employment, then an amount shall be added to clause (2) above that is equal to such prior period vested Plan benefit determined in
the form of a single life annuity payable at Normal Retirement Age. 
 Solely for purposes of this Article IV, “Benefit Service”
shall also include, in calculating the amount under clause (1) and the Pension Plan Base Benefit under clause (2), the number of months of Benefit Service, if any, expressly provided for under a severance agreement with the Employer or a
severance 

  

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plan of the Employer, or, if no additional Benefit Service is expressly provided for under such severance agreement or plan, the number of full months of the
Participant’s compensation that was used to determine the amount paid to the Participant under such severance agreement or plan. The crediting of such additional Benefit Service is contingent on the Participant signing any release or other
agreement required by the Employer before the date specified by the Employer. 
 If a Participant becomes vested in his benefit under this
Plan pursuant to the provision regarding transfers to a Related Company under Article V, the benefit calculated under clause (2) above shall be determined assuming that the Participant is also vested in his or her Pension Plan Base Benefit;
however, amounts paid to the Participant by the Related Company shall not be included in Compensation. 
  

	 	(b)	Early and Deferred Vested Retirement. A Participant who Separates from Service with the Employer and all Affiliates after he is vested pursuant to Article V and before he
attains Normal Retirement Age shall be entitled to a benefit calculated based on a life annuity equal to the amount determined under Section 4.1(a), reduced by 1.5% for each year, up to five years, by which the Participant’s Separation
from Service precedes Normal Retirement Age and by 5% for each year, up to five years, by which the Participant’s Separation from Service precedes age 60. The foregoing reductions shall be applied on a monthly basis. 


 

	 	(c)	Death Benefit. 

  

	 	(1)	If a Participant dies after becoming vested under Article V but before Separation from Service with the Employer and all Affiliates, the Participant’s Beneficiary shall be
entitled to a benefit calculated based on the survivor portion of a joint and 50% survivor annuity based on the amount calculated under Section 4.1(a) or Section 4.1(b), as applicable, and converted to such form of payment applying the
actuarial factors specified in the Pension Plan. If the Participant’s Beneficiary is not a person (e.g., the Participant’s estate), the death benefit shall be calculated based on the assumption that the Beneficiary is the same age as the
Participant. 

  

	 	(2)	If a Participant dies after Separation from Service with the Employer and all Affiliates but before payment is made or commences under Section 4.2, or after commencement of
installment payments under Section 4.2, the Participant’s Beneficiary shall receive a lump-sum payment upon the Participant’s death equal to the lump-sum payment that was scheduled to be made to the Participant or the present value of
the remaining installments that were scheduled to be made to the Participant. 

  

	 	(d)	Limitation. The total of the benefits payable under the Plan and the Pension Plan Base Benefit shall not exceed the lump-sum value of three times the applicable limit under
Code section 415 as in effect on the date benefit payments commence. The benefits under this Plan shall be reduced to the extent necessary to satisfy this Section 4.1(d). 

 4.2. Commencement and Form of Benefit Payment. The benefit calculated under Section 4.1 shall be paid at the time and in the form
specified in this Section 4.2. 
  

	 	(a)	Commencement. Payments under this Plan shall be made or shall commence upon the first day of the month following the earlier of (i) the Participant’s Separation
from Service with the Employer and all Affiliates or (ii) the Participant’s death. 

 Notwithstanding the foregoing,
in the case of a Participant who was not an Employee on December 31, 2008 and whose benefits under this Plan had not commenced on or before such date, payments shall be made or shall commence between January 1, 2009 and March 31,
2009, provided, however, that with respect to a Participant who was offered and made an election in 2008 for payment to be made between January 1 and March 31 of the year following the year in which the Participant reaches age 55, payments
shall commence at such time. 
  

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 Further notwithstanding the foregoing, any payment on account of a Separation from Service that would
otherwise be made to a Participant who is a “specified employee” within the meaning of Code section 409A, using the methodology established by the Company for determining specified employees, during the six-month period following the
Participant’s Separation from Service shall not be made during such six-month period, and shall instead be made at the end of such six-month period. Any payments that are not scheduled to be made during such six-month period shall be made at
the time originally scheduled. 
  

	 	(b)	Form upon Separation from Service. In the event of a Participant’s Separation from Service, the Participant’s benefit shall be paid in the form described in this
Section 4.2(b). 

  

	 	(1)	Except as otherwise provided in Section 4.2(b)(2), the Participant’s benefit shall be paid in the form of a lump sum or ten equal annual installments depending on the
lump-sum value of his benefit. The lump-sum value of a Participant’s benefit shall be determined as of his commencement date based on the Participant’s benefit calculated under Section 4.1(a) or (b), as applicable, converted into an
actuarially equivalent lump sum. If the lump-sum value is less than $250,000, the benefit shall be paid in the form of a single lump-sum payment. If the lump-sum value is equal to or greater than $250,000, the benefit shall be paid in ten equal
annual installments. The first such installment shall be made upon the Participant’s commencement date under Section 4.2(a), and each succeeding installment shall be made on July 1 of each calendar year following the year of the
Participant’s Separation from Service (accordingly, if the six-month delay described in Section 4.2(a) applies, two payments could be made in the year following the year of the Participant’s Separation from Service). For purposes of
Code section 409A, payments made in the form of installments shall be treated as a single payment made on the date of the first installment payment. 

  

	 	(2)	In the case of a Participant who elected during 2008 in the manner permitted by the Administrative Committee to have his benefit paid in a lump sum regardless of the lump-sum value
of the benefit, the benefit shall be paid in a lump sum, determined as described in Section 4.2(b)(1). 

  

	 	(c)	Form upon Death. In the event of a Participant’s death, any benefit payable under Section 4.1(c)(1) shall be paid in the form of an actuarially equivalent lump sum,
and any benefit payable under Section 4.1(c)(2) shall be paid in a lump sum as described in such Section. 

  

	 	(d)	Benefit Calculations. The actuarially equivalent lump sum described in this Section 4.2 shall be determined on the basis of reasonable interest and mortality assumptions
determined by the Administrative Committee. The ten equal annual installments payable under this Section 4.2 shall be determined based on the lump sum value with a reasonable interest adjustment to account for the longer payment period as
determined by the Administrative Committee. In the event that an installment or lump-sum payment is delayed for six months pursuant to Section 4.2(a) or is not paid immediately following the applicable event described in Section 4.2(a),
the delayed payment shall be credited with reasonable interest, as determined by the Administrative Committee, to reflect the delay in payment. 

 4.3. Minimum Benefit for Former Participants in Supplemental Pension Plan. A Participant who participated in the Supplemental Pension Plan and transferred his benefit thereunder to the Plan pursuant to
Section 3.2 of the Supplemental Pension Plan as a result of becoming eligible to participate in the Plan shall be entitled to a minimum benefit under this Plan equal to such Participant’s benefit calculated under Section 4.1 of the
Supplemental Pension Plan as of the date he ceased to be an eligible employee thereunder. The transferred benefit shall be calculated based on the reduction factors provided in the Supplemental Pension Plan for purposes of determining whether it
exceeds the benefit provided under the generally applicable Plan formula, and if the transferred benefit exceeds such Plan benefit, it shall be converted to a lump sum or installments, as applicable, using the interest rate and mortality table
applicable under the Supplemental Pension Plan. 
  

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 4.4. Benefit Accrual and Payment Following Separation from Service. After a Participant has
Separated from Service with the Employer and all Affiliates, the Participant shall not accrue any additional benefits under this Plan, regardless of whether the Participant receives ongoing severance payments or transfers to a Related Company.
Furthermore, the Participant’s rehire by the Employer or an Affiliate shall not affect the time or form of payment of the Participant’s benefit payable under the Plan with respect to any prior period of employment. 
 ARTICLE V 
 VESTING 

A Participant shall be fully vested in his or her benefit if the Participant has at least five years of Vesting Service. If the Participant Separates
from Service with the Employer and all Affiliates before reaching five years of Vesting Service, the Participant shall forfeit all benefits under this Plan. Notwithstanding the foregoing, a Participant shall be fully vested upon a transfer agreed to
by the Employer to a Related Company if such Related Company has been identified by the Administrative Committee as eligible for this special rule. 
 ARTICLE VI 
 PLAN ADMINISTRATION 
 6.1. Administrative Committee. The Plan shall be administered by an Administrative Committee appointed by the Company. 
 6.2. Administrative Committee Action. Action of the Administrative Committee may be taken with or without a meeting of its members, provided, however, that any action shall be taken only upon the vote or
other affirmative expression of a majority of committee members qualified to vote with respect to such action. If a member of the Administrative Committee is a Participant, he shall not participate in any decision that solely affects his own
benefits under the Plan. 
 6.3. Rights and Duties. The Administrative Committee shall administer the Plan and shall have all
powers and discretion necessary to accomplish that purpose, including, but not limited to, the following: 
  

	 	(a)	to construe, interpret, and administer the terms and intent of the Plan with its decisions to be final and binding on all parties; 

  

	 	(b)	to make all determinations required by the Plan, and to maintain all necessary records of the Plan; 

  

	 	(c)	to compute and certify to the Company the amount of benefits payable to Participants or Beneficiaries, and to determine the time and manner in which such benefits are to be paid;
and 

  

	 	(d)	to designate a subcommittee, individual, or individuals to exercise any authority of the Administrative Committee under this Plan. 

 6.4. Compensation, Indemnity, and Liability. The Administrative Committee shall serve as such without bond and without compensation for
services hereunder. All expenses of the Plan and the Administrative Committee shall be paid by the Employer. No member of the Administrative Committee shall be liable for any act or omission of any other member or any act or omission on his own
part, except his own willful misconduct. The Employer shall indemnify and hold harmless each member of the Administrative Committee against any and all expenses and liabilities, including reasonable legal fees and expenses arising out of his
membership on the Administrative Committee, except for expenses or liabilities arising out of his own willful misconduct. 
 6.5.
Taxes. If all or any portion of a Participant’s or Beneficiary’s benefit under this Plan shall become subject to any income, employment, estate, inheritance, or other tax that the Employer shall be required to pay or
withhold, the Employer shall have the full power and authority to withhold and pay such tax out of any monies or other property credited to such Participant or Beneficiary at the time the benefits under this Plan are distributable. 
  

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 ARTICLE VII 
 CLAIMS PROCEDURE 
 Claims for benefits and appeals of claim determinations under the Plan shall be
processed in the manner set forth under the claims and appeals procedures set forth in the Pension Plan, provided that for this purpose all references in the Pension Plan to the “Committee” shall be read as references to the Administrative
Committee. 
 ARTICLE VIII 
 AMENDMENT AND TERMINATION 
 8.1. Amendment. The Company or Administrative Committee shall each have the right
to amend the Plan in whole or in part at any time, provided, however, that no amendment shall reduce the benefits accrued on behalf of any Participant as of the effective date of such amendment. Any amendment shall be in writing and executed by a
duly authorized officer of the Company or a member of the Administrative Committee. 
 8.2. Termination of the Plan. The
Company reserves the right to discontinue and terminate the Plan at any time, in whole or in part, in accordance with and subject to Code section 409A. In the event of termination of the Plan, the benefits accrued under the Plan on behalf of any
Participant, as of the effective date of such termination, shall not be reduced and shall be distributed at a time and in the manner determined by the Administrative Committee, subject to the limitations of Code section 409A. 
 ARTICLE IX 
 MISCELLANEOUS

 9.1. Limitation on Participant’s Rights. Participation in this Plan shall not give any Participant the right to be
retained in the Employer’s employ or any rights or interest in this Plan or any assets of the Employer other than as herein provided. The Employer reserves the right to terminate the employment of any Participant without any liability for any
claim against the Employer under this Plan, except to the extent provided herein. 
 9.2. Benefits Unfunded. The benefits
provided by this Plan shall be unfunded. All amounts payable under the Plan to Participants or Beneficiaries shall be paid from the general assets of the Employer, and nothing contained herein shall require the Employer to set aside or hold in trust
any amounts or assets for the purpose of paying benefits. Any funds of the Employer available to pay benefits under the Plan shall be subject to the claims of general creditors of the Employer and may be used for any purpose by the Employer.
Participants and Beneficiaries shall have the status of general unsecured creditors of the Employer with respect to their benefits under the Plan or any other obligation of the Employer to pay benefits pursuant hereto. 
 Notwithstanding the preceding paragraph, the Employer may at any time transfer assets to a trust for purposes of paying all or any part of its
obligations under this Plan. To the extent that assets are held in a trust when a Participant’s benefits under the Plan become payable, the Administrative Committee may direct the trustee to pay such benefits to the Participant from the assets
of the trust. 
 9.3. Other Plans. This Plan shall not affect the right of any Eligible Employee or Participant to participate
in and receive benefits under any employee benefit plans that are maintained by the Employer, unless the terms of such other employee benefit plan or plans specifically provide otherwise. 
 9.4. Governing Law. This Plan shall be construed, administered, and governed in all respects in accordance with applicable federal law and,
to the extent not preempted by federal law, in accordance with the laws of the State of Georgia, without regard to the conflict of laws principles thereunder. If any provisions of this instrument shall be held by a court of competent jurisdiction to
be invalid or unenforceable, the remaining provisions shall continue to be fully effective. 
  

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 9.5. Section 409A Compliance. This Plan is intended to comply with Code section 409A,
and shall be interpreted and operated in accordance with such intent. Nothing in the Plan shall provide a basis for any person to take action against the Employer based on matters covered by Code section 409A, including the tax treatment of amounts
accrued under the Plan, and the Employer shall not under any circumstances have any liability to any Participant or Beneficiary for any taxes, penalties, or interest due on amounts paid or payable under the Plan, including taxes, penalties, or
interest imposed under Code section 409A. 
 9.6. Gender, Number, and Headings. In this Plan, whenever the context so
indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other. Headings and subheadings in this Plan are inserted for convenience of reference only and are not considered in the
construction of the provisions hereof. 
 9.7. Successors and Assigns; Nonalienation of Benefits. This Plan shall inure to the
benefit of and be binding upon the parties hereto and their successors and assigns, provided, however, that the benefits of a Participant hereunder shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefits payable
hereunder shall be void, including, without limitation, any assignment or alienation in connection with a separation, divorce, child support or similar arrangement. 
  

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