Exhibit 10.1 - Executive Severance Guidelines




EXHIBIT 10.1


Coca-Cola Enterprises
Inc. 




Executive Severance
Guidelines 



     I.    
          Purpose.   The Compensation Committee has the sole discretion to determine
          a senior or executive officer’s eligibility for severance benefits, as well
          as the type and amount of such benefits. The Committee will consider the
          following guidelines in making such determinations. 



     II.    
          Eligibility.   A senior or executive officer may be eligible to receive
          severance pay and/or severance benefits if both of the following conditions are
          satisfied: 


	•	  	The officer's
involuntary termination without Cause, or voluntary termination for Good Reason
and




 


	•	  	
The execution of an agreement releasing all claims against the Company and agreeing to not
compete for a period of two years.* 


* In its discretion, the
Committee may also require the officer to provide consulting services following
termination. 



     III.    
          Severance Pay.   Severance payments may be based on the officer’s Years
          of Service with the Company and related companies, as follows: 



	•	  	10 or more
Years of Service -- Payments equal to 24 months of salary and 2 Annual Bonus
Awards**

 


	•	  	Between 2 and
10 Years of Service -- Payments equal to 18 months of salary and 1 1/2 Annual
Bonus Awards** 

 


	•	  	Less than 2
Years of Service -- Payments equal to 12 months of salary and 1 Annual Bonus
Award**


  




** An officer may also receive a
payment equal to the annual bonus that would have been payable for the year of
termination, which amount shall be based on actual performance results and prorated for
his or her actual period of service during such year. 



     IV.    
          Severance Payments to Mitigate Increased Cost of Medical Coverage.   An
          officer who is not eligible for coverage under the Company’s retiree
          medical plan at the time of his or her termination may receive additional
          severance payments intended to mitigate the additional cost of continuing
          medical coverage under COBRA. Such payments would approximate the difference in
          the contributions towards COBRA coverage and the contributions of active
          employees. 




V.     Severance Equity
Benefits. 



	•	  	Restricted stock
may be vested, to the extent of, or following, attainment of all performance
requirements to vesting. 

 




	•	  	
Unvested stock options may be vested. Additionally, the exercise period for stock options
may be extended to the extent permitted under the final regulations promulgated under
Section 409A of the Internal Revenue Code. 






VI.     Definitions 



	• 	  	
“Annual Bonus Award” means the amount payable to the officer under the annual
incentive plan in effect for executive officers on his or her termination date, which
amount shall be calculated as if the “target” performance results were attained.
If there is no annual incentive plan in place at the time of the officer’s
termination, the bonus award amount will be equal to the last such award received by the
officer prior to his or her termination date or such other amount as the Committee may
determine. 






	•	  	
“Cause” means (i) willful or gross misconduct by the officer 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 his position with the Company, provided that the officer had no
involvement in actions leading to such liability or had acted upon the advice of the
Company’s counsel. 






	•	  	
“Good Reason” means the officer’s (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. The officer must give written notice
to the Company within six months of the date on which he or she is notified of such
circumstances, and the Company will have one month to remedy the matter. 






	•	  	
“Years of Service” means complete years of employment with Coca-Cola Enterprises
Inc. or one of its predecessor companies, The Coca-Cola Company, or a company at least 20%
owned by Coca-Cola Enterprises Inc. or by The Coca-Cola Company.