a190820ccepplcemployeesh






                                  RULES                                      OF THE      COCA-COLA EUROPEAN PARTNERS PLC EMPLOYEE                        SHARE PURCHASE PLAN                            Board Adoption:     20 August 2019        No newly issued Shares or treasury Shares may be used under this Plan     www.tapestrycompliance.com 





 






Contents   1.    Meaning of words used ..................................................................................................................1  2.    Eligibility ..........................................................................................................................................5  3.    Making Awards ...............................................................................................................................5  4.    Purchased Shares ..........................................................................................................................6  5.    Matching and Free Awards .............................................................................................................9  6.    Dividend Shares .......................................................................................................................... 12  7.    Phantom Awards ......................................................................................................................... 15  8.    Removal of Plan Shares from Nominee ...................................................................................... 15  9.    Mobile Participants ...................................................................................................................... 16  10.   Corporate Events ........................................................................................................................ 16  11.   Taxation ....................................................................................................................................... 17  12.   General ........................................................................................................................................ 18  13.   Changing the Plan and termination ............................................................................................. 21  14.   Governing law, jurisdiction and language .................................................................................... 22                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                                 (i)  





 






       Coca-Cola European Partners plc Employee Share Purchase Plan   1.    Meaning of words used   1.1   Definitions         “Acquiring Company” means a person who obtains Control of the Company;         “Acquisition Period” means any period, specified in a Share Purchase Agreement, where more        than one deduction of Purchased Share Money is taken before the deductions are used to acquire        Purchased Shares;         “Associated Company” means:         (i)   The Coca-Cola Company;          (ii)  any company that is a franchisee of The Coca-Cola Company;          (iii)  any company (not being a Participating Company):               (a)   that is a member of the Group;               (b)   of which the Company has Control;               (c)   that has Control of the Company; or               (d)   that, together with the Company, is under the Control of the same person or persons;                    and         (iv)  any other company determined by the Board to be an “Associated Company” for these              purposes;         “Award” means:         (i)   a Matching Award;          (ii)  a Free Award; and/or         (iii)  an acquisition of Purchased Shares or Dividend Shares on behalf of a Participant,         and “awarded”, “awarding” and similar terms will be understood accordingly;         “Award Date” means the date on which:         (i)   a Matching Award or Free Award is granted; and/or         (ii)  Purchased Shares or Dividend Shares are awarded;         “Award  Shares”  means  Shares  acquired  by  Participants  following  the  Vesting  of  Matching        Awards and/or Free Awards;         “Board”  means  the  board  of  directors  of  the  Company  or,  as  appropriate,  a  committee  duly        authorised to carry out that board’s functions under the Plan;         “Companies Act” means the UK Companies Act 2006;         “Company”  means  Coca-Cola  European  Partners  plc  with  registered  company  number:        9717350;                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 1 of 22 





 






“Control” means:    (i)   for the purposes of the definitions of “Associated Company” and “Good Leaver Reason”,        the meaning given in sections 450 and 451 of the UK Corporation Tax Act 2010; and   (ii)  for all other purposes, the power of a person to secure by means of the holding of shares        or the possession of voting power or by virtue of any powers conferred by any articles of        association  (or  other  document),  that  the  affairs  of  a  body  corporate  are  conducted  in        accordance with the wishes of that person;   “Corporate Event” means:   (i)   a person (or a group of persons acting together) obtaining Control of the Company whether        or not as a result of making a general offer to acquire Shares;   (ii)  when a court sanctions a compromise or arrangement in connection with the acquisition of        Shares;   (iii)  when a person becomes bound or entitled to acquire Shares under sections 979 to 982 or        983 to 985 of the Companies Act (inclusive);   (iv)  when notice is given of a resolution for the voluntary winding up of the Company;    (v)   when  there  is  a  variation  in  the  equity  share  capital  of  the  Company,  including  a        capitalisation or rights issue, open offer, sub-division, consolidation or reduction of share        capital;    (vi)  when there is a demerger (in whatever form), a special dividend or distribution;   (vii)  when there is any other transaction which the Board determines will materially affect the        value of the Shares; or   (viii)  when there is any other significant corporate event, as determined by the Board;   “Dealing Day” means a day on which the New York Stock Exchange (or, if the Board determines,  any other stock exchange on which the Shares are traded) is open for the transaction of business;   “Dealing Restrictions” means any internal or external restrictions on dealings or transactions in  securities;   “Director’s Remuneration Policy” means the Company’s Directors’ Remuneration Policy as last  approved by shareholders;   “Dividend Shares” means Shares which are awarded to Participants in accordance with rule 6  (Dividend Shares) and held by the Nominee upon the terms of the Plan;   “Eligibility Date” means, in the case of:   (i)   a Matching Award or Free Award, the applicable Award Date; and   (ii)  Purchased Shares, the date of the deduction of Purchased Share Money;    “Eligible Employee” means any person who meets the requirements of rule 2 (Eligibility);   “Fractional Entitlement” means a right under the Plan to receive a cash sum as close as possible  equal to the value of the relevant fraction of a Share to which the balance of cash would at that  stage entitle the Participant;                   Coca-Cola European Partners plc – Employee Share Purchase Plan                                       Page 2 of 22 





 






“Free Award” means a conditional right to acquire Shares granted under the Plan;   “Good Leaver Reason” means:   (i)   injury or disability;   (ii)  redundancy within the meaning of the UK Employment Rights Act 1996 (or an equivalent        in any other jurisdiction);   (iii)  if the Relevant Employment is employment by a Participating Company, the Participating        Company ceasing to be a member of the Group;   (iv)  if  the  Relevant  Employment  is  employment  by  an  Associated  Company,  a  change  of        Control or other circumstances ending the Associated Company status;   (v)   the business or part of the business that employs the Participant being transferred so it is        no longer part of the Group or an Associated Company;   (vi)  retirement;   (vii)  death; or   (viii)  any other reason, at the discretion of the Board;   “Group” means the Company and its Subsidiaries from time to time, and “member of the Group”  will be understood accordingly;   “Leave” means ceasing all Relevant Employment (other than where Relevant Employment occurs  again immediately afterwards), and “Leaving” will be understood accordingly;   “Market Value” means in relation to a Share on any date (“day x”):   (i)   where Shares are acquired on the open market, the average price paid (excluding stamp        duty, stamp duty reserve tax and all fees and expenses incurred in connection with the        purchase) to acquire all such Shares on day x or where Shares are acquired over more        than one consecutive day, the average of such prices over up to five consecutive days; or        otherwise   (ii)  the relevant value of the following on the day prior to that date (“day x-1”):         (a)   if it is a day when the New York Stock Exchange is open, the lower of the 2 prices              shown as the closing price for the Shares on day x-1 plus one-half of the difference              between those 2 figures, or where only one value is shown as the closing price for              the Shares, that closing price; or         (b)   if it is a day when the New York Stock Exchange is closed, the price determined in              accordance with paragraph (ii)(a) above for the Shares on the latest day prior to day              x-1 on which it was open; or   (iii)  its  market  value  as  determined  in  accordance  with  Part  VIII  of  the  UK  Taxation  of        Chargeable Gains Act 1992,   or, in any case, such value as the Board determines;   “Matching  Award”  means  a  conditional  right  to  acquire  Shares,  granted  under  the  Plan,  in  connection with Purchased Shares;                    Coca-Cola European Partners plc – Employee Share Purchase Plan                                       Page 3 of 22 





 






“Matching  Ratio”  means  the  ratio  applied  to  the  number  of  Purchased  Shares  awarded  to  a  Participant on an Award Date, in order to calculate the number of Shares subject to a Matching  Award;   “Nominee” means the registered holder(s) of the Plan Shares appointed by the Company for the  purpose of the Plan;   “Participant”  means  an  individual  who  holds  an  Award  and/or  who  has  submitted  a  Share  Purchase Agreement that has been accepted and/or on whose behalf the Nominee holds Plan  Shares or, where the individual has died, the individual’s personal representatives;   “Participating Company” means the members of the Group as specified in the relevant Sub- Plan;   “Phantom Award” means an Award in respect of notional Shares granted under the Plan;   “Plan” means the plan constituted by these rules, including any Sub-Plans, and known as the  Coca-Cola European Partners plc Employee Share Purchase Plan, as amended from time to time  (and,  where  the  context  requires,  it  means  the  plan  constituted  by  these  rules  and  only  the  relevant Sub-Plan, as amended from time to time);   “Plan Shares” means Shares held by the Nominee on behalf of Participants upon the terms of  the Plan comprising Purchased Shares, Dividend Shares and any Award Shares;   “Purchased Share Money” means money deducted from a Participant's Salary in accordance  with a Share Purchase Agreement (unless specified otherwise in the relevant Sub-Plan), to be  held in accordance with the Plan and used for the acquisition of Purchased Shares;   “Purchased Shares” means Shares which are awarded to Participants in accordance with rule 4  (Purchased Shares) and held by the Nominee upon the terms of the Plan;   “Relevant Employment” means employment by any Participating Company or any Associated  Company;   “Salary” means basic salary (net of any income tax and social security liability, and/or any similar  charges, that arises), unless specified otherwise in the relevant Sub-Plan;    “Share Purchase Agreement” means an agreement in respect of Purchased Shares and any  other Awards being offered as part of that offer, in such form as the Board determines from time  to time;   “Shares” means fully paid ordinary shares in the capital of the Company;   “Sub-Plan” means a sub-plan or schedule to this Plan that specifies how this Plan will be operated  in respect of one or more particular:   (i)   Participating Companies; and/or   (ii)  countries;    “Subsidiary”  means  a company  which  is  a  subsidiary  of  the  Company  within  the  meaning  of  section 1159 of the Companies Act;                    Coca-Cola European Partners plc – Employee Share Purchase Plan                                       Page 4 of 22 





 






      “Taxation” means any tax and social security charges (and/or any similar charges), wherever        arising, in respect of a Participant’s Award and/or Plan Shares or otherwise arising in connection        with a Participant’s participation in the Plan;          “Tax Election” means an election for a particular tax and/or social security treatment in respect        of an Award and/or any Plan Shares;         “UK” means United Kingdom; and         “Vesting” means:          (i)   in relation to a Matching Award or a Free Award, a Participant becoming entitled to the              Shares; and         (ii)  in relation to a Phantom Award, a Participant becoming entitled to the cash sum,         and “Vest” and “Vested” will be understood accordingly.   1.2   Interpretation         In the Plan, the singular includes the plural and the plural includes the singular. References to        any enactment or statutory requirement will be understood as references to that enactment or        requirement as amended or re-enacted and they include any subordinate legislation made under        it.   1.3   Sub-Plans         These rules set out the general terms applicable to Awards and Plan Shares but each Sub-Plan        will specify further details  as to  how  Awards and/or  Plan  Shares subject to that Sub-Plan  will        operate.   2.    Eligibility   2.1   Eligible Employee         A person is an Eligible Employee if that person:         2.1.1    has satisfied the qualifying period, if any, specified in the relevant Sub-Plan;        2.1.2    is an employee of a Participating Company on the Eligibility Date;        2.1.3    is aged 18 or over on the Eligibility Date; and         2.1.4    meets any further eligibility criteria set out in the relevant Sub-Plan.   3.    Making Awards   3.1   Types of Award         The types of Award that may be available will be specified in the relevant Sub-Plan and may differ        between Sub-Plans, Participating Companies or otherwise as determined by the Board.   3.2   Timing of Awards         Awards may be made, and invitations issued, at any time, subject to Dealing Restrictions.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 5 of 22 





 






3.3   Invitations to all          On each occasion that the Board decides to issue invitations to participate in the Plan, all Eligible        Employees will normally be invited to participate, unless specified otherwise in the relevant Sub-       Plan.   3.4   Rules apply         Awards and Plan Shares are subject to the rules of the Plan and the relevant Sub-Plan.   3.5   Administration errors         If an Award is made in error:         3.5.1    if it is a Free Award or a Matching Award, it will be deemed never to have been granted                 and/or will immediately lapse; and        3.5.2    if  it  relates  to  Purchased  Shares  or  Dividend  Shares,  the  relevant  Plan  Shares  will                 immediately be forfeited.         If an Award is made that is inconsistent with any provisions in this Plan, it will take effect only to        the extent permissible under the Plan and:         3.5.3    if it is a Free Award or a Matching Award, it will otherwise be deemed never to have                 been granted and/or will immediately lapse; and        3.5.4    if  it  relates  to  Purchased  Shares  or  Dividend  Shares,  the  relevant  Plan  Shares  will                 otherwise be forfeited.   4.    Purchased Shares   4.1   Invitations         The Board may decide from time to time to issue invitations to Eligible Employees to participate        in an Award of Purchased Shares.   4.2   Terms of offer          The terms of a Sub-Plan or an applicable Share Purchase Agreement will specify:         4.2.1    the intervals at which Purchased Share Money will be deducted;        4.2.2    if there is any Acquisition Period, the length of the Acquisition Period;        4.2.3    the  intervals  at  which  Purchased  Shares  will  be  awarded  (which  may  be  monthly,                 quarterly, annually or at such other intervals as the Board decides); and        4.2.4    how long the deductions  will continue to be taken for (whether a  one-off, over a set                 period or until further notice).   4.3   Share Purchase Agreements         A Share Purchase Agreement in relation to Purchased Shares will:          4.3.1    be on such terms as may be required by the relevant Sub-Plan; and                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 6 of 22 





 






      4.3.2    include any other terms (not inconsistent with the provisions of the Plan) as the Board                 considers appropriate.   4.4   Events during Acquisition Period         A  Share  Purchase  Agreement  may  specify  an  Acquisition  Period  will  come  to  an  end  on  the        occurrence of any particular events.   4.5   Limit on Purchased Shares         The Board may at any time impose a limit on the maximum number of Purchased Shares that        may be awarded, or on the amount of Purchased Share Money that may be deducted, on an        aggregate  or  individual  basis,  as  it  sees  fit,  in  which  case  it  will  notify  all  relevant  Eligible        Employees of that limit and any measures that will be implemented to scale back Share Purchase        Agreements if the limit would otherwise be exceeded. This may be set out in the relevant Sub-       Plan and/or Share Purchase Agreement.         Where a limit takes effect after a Share Purchase Agreement has been entered into, each Share        Purchase Agreement affected by such limit will be deemed to be modified accordingly.   4.6   Discretion to amend         The Board retains discretion to  amend a Share Purchase Agreement at any  point before any        deduction of Purchased Share Money, in circumstances where the amount of Purchased Shares        awarded  to  the  Eligible  Employee  on  that  occasion  would,  in  the  opinion  of  the  Board,  be        exceptionally high.    4.7   Acquisition of Purchased Shares         Where Purchased Shares are to be awarded:         4.7.1    all  Purchased  Share  Money  deducted  in  accordance  with  the  Share  Purchase                 Agreement will be transferred directly to the Nominee and used in the acquisition of                 Purchased Shares; and          4.7.2    the number of Purchased Shares to be awarded to each Participant will be determined                 in accordance with the Market Value at the Award Date.   4.8   Fractional Entitlements         If,  at  the  Award  Date,  there  is  a  balance  of  a  Participant’s  Purchased  Share  Money  that  is        insufficient to acquire a whole Purchased Share, the Participant will acquire a right to a Fractional        Entitlement in exchange for the relevant amount of Purchased Share Money, unless specified        otherwise in the relevant Sub-Plan.          Where practicable, a Participant’s Fractional Entitlements may be aggregated with each other        and may become whole Shares.         The terms of the Plan will apply to a Fractional Entitlement obtained in accordance with this rule        4.8 (Fractional Entitlements) as if it were a “Purchased Share” and, in turn, a “Plan Share” (and        be interpreted accordingly), save that unless and until it becomes a whole Share the Participant        will have no right to vote in respect of it.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 7 of 22 





 






4.9   Unused Purchased Share Money         Any unused Purchased Share Money which has not been used to acquire a Purchased Share or        a Fractional Entitlement will be:         4.9.1    paid to the Participant as soon as practicable; or        4.9.2    retained by the Nominee and added to the next amount of Purchased Share Money                 deducted from the relevant Participant’s Salary,         as specified in the relevant Sub-Plan or the applicable Share Purchase Agreement.   4.10  Deductions          The relevant Sub-Plan and/or the Share Purchase Agreement will specify any particular terms        around  suspending,  stopping,  restarting  and/or  varying  deductions,  subject  to  any  applicable        limits.   4.11  Further conditions         Additional  terms  and  conditions  may  be  imposed  on  any  Award  of  Purchased  Shares  in  the        relevant Sub-Plan and/or Share Purchase Agreement.    4.12  Termination of Share Purchase Agreement         A Share Purchase Agreement may be terminated at any time:         4.12.1   by the Participant, by giving notice to the Company; or        4.12.2   by the Board, by giving notice to the Participant.         Unless a later date is specified in the notice, it will take effect no later than 31 days after the notice        is received by the Company or given to the Participant, as appropriate.         Once the notice takes effect:         4.12.3   any  Purchased  Share  Money  held  on  behalf  of  a  Participant  will  be  repaid  to  the                 Participant, as soon as practicable; and         4.12.4   no further Purchased Shares may be awarded to the Participant.   4.13  Transfer or sale of Purchased Shares         A Participant may direct the Nominee to transfer or sell the Participant’s Purchased Shares at any        time,  subject  to  the  terms of  the  Share  Purchase  Agreement  and  the  relevant  Sub-Plan. The        Nominee will then transfer or sell the Purchased Shares as soon as practicable in accordance        with the Participant’s instructions.   4.14  Leaving (Purchased Shares)         If a Participant Leaves:         4.14.1   as soon as reasonably practicable after Leaving, deductions of Purchased Share Money                 will cease and no further deductions may be made;                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 8 of 22 





 






      4.14.2   any  Purchased  Share  Money  held  on  the  Participant’s  behalf  will  either  be  used  to                 acquire Purchased Shares, after which the Participant will then not be entitled to receive                 any further Purchased Shares, or will be transferred to the Participant; and        4.14.3   any Purchased Shares will be dealt with in accordance with rule 8 (Removal of Plan                 Shares from Nominee).   4.15  Associated Companies         If a Participant ceases to be an employee of a Participating Company but does not Leave because        they are or have become an employee of an Associated Company immediately afterwards:         4.15.1   as soon as reasonably practicable, deductions of Purchased Share Money will cease                 and no further deductions may be made; and         4.15.2   any  Purchased  Share  Money  held  on  the  Participant’s  behalf  will  either  be  used  to                 acquire Purchased Shares, after which the Participant will then not be entitled to receive                 any further Purchased Shares, or will be transferred to the Participant.   5.    Matching and Free Awards   5.1   Application         This  rule  5  (Matching  and  Free  Awards)  only  applies  to  Matching  Awards  and  Free  Awards.        Unless  specified  otherwise,  it  applies  to  them  equally  and  references  to  “Awards”  will  be        understood accordingly.   5.2   Award         The Board may decide from time to time to grant Matching Awards and/or Free Awards to Eligible        Employees.          Awards will be granted in such manner and by such method as the Company determines.         The Board may require Participants to accept Awards, specific terms applicable to Awards, and/or        (in the case of Matching Awards) the terms upon which future Awards may be granted. The Board        may provide for Awards to lapse, or for Awards not to be granted, if they are not accepted within        the time specified.         The Board may allow Participants to disclaim all or part of an Award within a specified period. If        an Award is disclaimed, it will be deemed never to have been granted.         Participants will be notified of the terms of their Awards as soon as practicable.   5.3   No payment         A Participant is not required to pay for the grant of an Award, unless specified otherwise in the        relevant Sub-Plan.   5.4   Matching Awards         If Matching Awards are granted:         5.4.1    they  will  be  granted  to  all  Eligible  Employees  in  the  relevant  Sub-Plan  to  whom                 Purchased Shares are awarded on that occasion;                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 9 of 22 





 






      5.4.2    they will normally be granted on the same day as the Award of the Purchased Shares                 to which they relate; and         5.4.3    the number of Shares subject to a Matching Award will be calculated according to the                 Matching Ratio,         unless specified otherwise in the relevant Sub-Plan.   5.5   Matching Awards – lapse on withdrawal of Purchased Shares         If, before Vesting of a Matching Award, a Participant directs the Nominee to transfer or sell the        Purchased  Shares  relating  to  that  Award,  the  Matching  Award  will  immediately  lapse,  unless        specified otherwise in the relevant Sub-Plan.   5.6   Matching Ratio         The Matching Ratio will be the same for all Eligible Employees in the relevant Sub-Plan receiving        a Matching Award on a particular Award Date, unless specified otherwise in the Sub-Plan.         The Board may alter the Matching Ratio at any time. However, the Company must give notice of        any  such  change  to  all  affected  Participants  as  soon  as  possible  (and  in  any  event  before  a        Matching Award is made under the varied terms).   5.7   Matching Awards - Fractional Entitlements          If, at the Award Date, the application of the Matching Ratio would result in a Matching Award over        a fraction of a Share, the fraction  will instead be  awarded as a Fractional  Entitlement, unless        specified otherwise in the relevant Sub-Plan.          Where practicable, a Participant’s Fractional Entitlements may be aggregated with each other        and may then relate to whole Shares.         The terms of the Plan will apply to a Fractional Entitlement obtained in accordance with this rule        5.7  (Matching  Awards  -  Fractional  Entitlements)  as  if  it  were  a  Share  subject  to  the  relevant        Matching Award (and be interpreted accordingly).   5.8   Free Awards         The basis on which Free Awards will be granted will be governed by the relevant Sub-Plan.   5.9   Free Awards - no Fractional Entitlements         Fractional  Entitlements  will  not  be  awarded  to  Participants  in  respect  of  Free  Awards,  unless        specified otherwise in the relevant Sub-Plan.   5.10  Award limits         The Board may at any time impose a limit on the maximum number of Shares in respect of which        Awards may be granted, on an aggregate or individual basis, as it sees fit. This may be set out in        the relevant Sub-Plan.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 10 of 22 





 






5.11  Not transferable         A  Participant’s  Award  will  lapse  if  the  Participant  transfers,  assigns,  charges  or  otherwise        disposes of the Award or any of the rights in respect of it, whether voluntarily or involuntarily (other        than to that Participant’s personal representatives on death).   5.12  Vesting         Awards will Vest as and when set out in:          5.12.1   the relevant Sub-Plan; or         5.12.2   applicable Share Purchase Agreement or other Award document.         Where an Award would otherwise Vest at a time when Dealing Restrictions would prohibit:         5.12.3   delivering or arranging delivery of Shares or, if applicable, cash; and/or        5.12.4   the Participant from selling Shares, if required to discharge Taxation,         the Award will not Vest until the Dealing Restrictions cease to apply.   5.13  Lapsing         To the extent an Award or any part of it is no longer capable of Vesting it will lapse.         To the extent an Award lapses, it cannot Vest under any other provision of the Plan. This means        that, to the extent the Award lapses, the Participant has no right to receive the Shares or cash        comprised in the Award.   5.14  Settlement         If and to the extent an Award Vests, the Board will arrange for the delivery of the Plan Shares to        the Nominee on behalf of the Participant as soon as practicable after Vesting.          After Vesting, and where practicable, Fractional Entitlements may be aggregated with each other        and may become whole Shares. The terms of the Plan will apply to any remaining Fractional        Entitlements following  Vesting  as if they  were “Plan  Shares” (and be interpreted accordingly),        save that unless and until they become whole Shares the Participant will have no right to vote in        respect of them.         The Board may choose to settle an Award partly or fully in cash, in which case the Board will        arrange for the delivery  of the cash  to the  Participant as soon  as practicable after Vesting. A        Participant will have no right to acquire the Shares in respect of which an Award has been settled        in cash.         If a Phantom Award Vests, the Board will arrange for the delivery of cash to the Participant as        soon as practicable after Vesting. The cash sum will be equal to the aggregate Market Value of        the notional Shares which have Vested.         If delivering or arranging delivery of Shares or, if applicable, cash would be prohibited by Dealing        Restrictions, delivery will not occur until after the Dealing Restrictions cease to apply.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 11 of 22 





 






5.15  Leaving before Vesting         If a Participant Leaves before Vesting, the Participant’s Award will lapse on the date of Leaving,        unless:         5.15.1   the reason for Leaving is a Good Leaver Reason, in which case the Sub-Plan will specify                 the terms that will apply; or         5.15.2   the relevant Sub-Plan states otherwise.         If the Participant Leaves  in circumstances where the Participant’s employer  would have been        entitled to summarily dismiss the Participant (in the opinion of the Board), the Participant’s Awards        will immediately lapse.   5.16  Leaving after Vesting but before settlement         If a Participant Leaves after Vesting but before settlement of an Award, the Board will arrange for        settlement of the Award as soon as practicable, unless:         5.16.1   the relevant Sub-Plan states otherwise; or        5.16.2   the  Participant  is  summarily  dismissed  or  Leaves  in  circumstances  where  the                 Participant’s employer would have been entitled to summarily dismiss the Participant                 (in  the  opinion  of  the  Board),  in  which  case  the  Participant’s Award  will  immediately                 lapse.         Once the Award has been settled, any Award Shares will be dealt with, as soon as practicable,        in accordance with rule 8 (Removal of Plan Shares from Nominee).   5.17  Leaving after settlement         If a Participant Leaves after settlement of an Award, the Participant’s Award Shares will be dealt        with, as soon as practicable, in accordance with rule 8 (Removal of Plan Shares from Nominee).   5.18  Transfer or sale of Award Shares         A Participant may direct the Nominee to transfer or sell the Participant’s Award Shares at any        time, subject to the terms of the relevant Sub-Plan. The Nominee will then transfer or sell the        Award Shares as soon as practicable in accordance with the Participant’s instructions.   5.19  Terms of Awards         Additional terms and conditions may be imposed on Awards in:          5.19.1   the relevant Sub-Plan; and/or          5.19.2   the Share Purchase Agreement or other Award document.    6.    Dividend Shares   6.1   Reinvestment of dividends         The Board may decide from time to time to make Awards of Dividend Shares, by arranging for        cash  dividends  received  in  relation  to  a  Participant’s  Plan  Shares  to  be  reinvested  in  the        acquisition of further Shares.                           Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 12 of 22 





 






6.2   Terms of offer         The terms of a Sub-Plan or an applicable Share Purchase Agreement or other Award document        will specify:         6.2.1    whether Dividend Shares will be awarded:                   (i)   to all Participants;                 (ii)  to all Participants except those who elect not to reinvest their dividends; or                 (iii)  only to those Participants who have been invited and have elected to reinvest                       their dividends;        6.2.2    where  Dividend  Shares  are  being  awarded  under  rules  6.2.1(ii)  or  6.2.1(iii),  any                 particular terms around suspending, stopping, restarting and/or varying their election,                 subject to any applicable limits; and         6.2.3    whether  Dividend  Shares  will  be  awarded  in  respect  of  all,  or  only  some,  of  a                 Participant’s Plan Shares.   6.3   Share Purchase Agreements and other Award documents         A Share Purchase Agreement or other Award document in relation to Dividend Shares will:          6.3.1    be on such terms as may be required by the relevant Sub-Plan; and        6.3.2    include any other terms (not inconsistent with the provisions of the Plan) as the Board                 considers appropriate.   6.4   Limit on Dividend Shares         The Board may at any time impose a limit on the maximum number of Dividend Shares that may        be awarded, or on the amount of cash dividends that may be reinvested, on an aggregate or        individual basis, as it sees fit, in which case it will notify all relevant Participants of that limit and        any measures that will be implemented to scale back the number of Dividend Shares or amount        of cash dividends, as appropriate, if the limit would otherwise be exceeded. This may be set out        in the relevant Sub-Plan.   6.5   Acquisition of Dividend Shares         Where Dividend Shares are to be awarded:         6.5.1    the cash dividends to be reinvested will be transferred directly to the Nominee and used                 in the acquisition of Dividend Shares; and         6.5.2    the number of Dividend Shares to be awarded to each Participant will be determined in                 accordance with the Market Value at the Award Date.   6.6   Fractional Entitlements         If, at the Award Date, there is a balance of a Participant’s cash dividends to be reinvested that is        insufficient to acquire a whole Dividend Share, the Participant will acquire a right to a Fractional        Entitlement in exchange for the relevant amount of cash dividends, unless specified otherwise in        the relevant Sub-Plan.                           Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 13 of 22 





 






      Where practicable, a Participant’s Fractional Entitlements may be aggregated with each other        and may become whole Shares.         The terms of the Plan will apply to a Fractional Entitlement obtained in accordance with this rule        6.6 (Fractional Entitlements) as if it were a “Dividend Share” and, in turn, a “Plan Share” (and be        interpreted accordingly), save that unless and until it becomes a whole Share the Participant will        have no right to vote in respect of it.    6.7   Dividends paid in respect of Fractional Entitlements         Participants with Fractional Entitlements will receive an entitlement to Dividend Shares in respect        of  those  Fractional  Entitlements.  The  number  of  Dividend  Shares  to  be  awarded  will  be        determined by reference to the dividend that would have been paid on that portion of a whole        Share  that  the  Fractional  Entitlement  represents,  and  will  be  awarded  as  a  further  Fractional        Entitlement to the extent it cannot be awarded in whole Shares, unless specified otherwise in the        relevant Sub-Plan.         Where practicable, a Participant’s Fractional Entitlements may be aggregated with each other        and may become whole Shares.         The terms of the Plan will apply to a Fractional Entitlement obtained in accordance with this rule        6.7 (Dividends paid in respect of Fractional Entitlements) as if it were a “Dividend Share” and, in        turn, a “Plan Share” (and be interpreted accordingly), save that unless and until it becomes a        whole Share the Participant will have no right to vote in respect of it.    6.8   Unused cash dividends         Any cash dividends to be reinvested that have not been used to acquire Dividend Shares or a        Fractional Entitlement will be:         6.8.1    paid to the Participant as soon as practicable; or         6.8.2    retained  by  the  Nominee  and  added  to  the  next  amount  of  cash  dividends  to  be                 reinvested in Dividend Shares,         as  specified  by  the  Board  or  in  the  relevant  Sub-Plan  or  the  applicable  Share  Purchase        Agreement or other Award document.   6.9   Further conditions         Additional terms and conditions may be imposed on Awards of Dividend Shares in:          6.9.1    the relevant Sub-Plan; and/or         6.9.2    the Share Purchase Agreement or other Award document.    6.10  Stopping Dividend Share Awards         The Board may at any time decide to stop making Awards of Dividend Shares, in which case:         6.10.1   the Board will notify the Participant;         6.10.2   unless a later date is specified in the notice, it will take effect no later than 31 days after                 the notice is given to the Participant; and        6.10.3   once the notice takes effect:                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 14 of 22 





 






               (i)   any unused cash dividends held on behalf of a Participant will be repaid to the                       Participant, as soon as practicable; and                  (ii)  no further Dividend Shares may be awarded to the Participant.   6.11  Transfer or sale of Dividend Shares         A Participant may direct the Nominee to transfer or sell the Participant’s Dividend Shares at any        time, subject to the terms of the relevant Sub-Plan. The Nominee will then transfer or sell the        Dividend Shares as soon as practicable in accordance with the Participant’s instructions.   6.12  Leaving (Dividend Shares)         If a Participant Leaves:         6.12.1   any cash dividends to be reinvested that have not been used to acquire Dividend Shares                 will either be used to acquire Dividend Shares, after which the Participant will then not                 be  entitled  to  receive  any  further  Dividend  Shares,  or  will  be  transferred  to  the                 Participant; and        6.12.2   any Dividend Shares will be dealt with, as soon as practicable, in accordance with rule                 8 (Removal of Plan Shares from Nominee).   6.13  Associated Companies         A Participant  who ceases to be an employee of a Participating Company but does not Leave        because  they  are  or  have  become  an  employee  of  an  Associated  Company  immediately        afterwards may continue to participate in Awards of Dividend Shares, unless the Board or relevant        Sub-Plan states otherwise.   7.    Phantom Awards         The  Board  may  decide  to  make  Awards  as  Phantom  Awards,  in  which  case  the  Plan  will  be        interpreted and applied to reflect the fact that Phantom Awards are made in respect of notional        Shares only and are settled in cash rather than Shares. The terms applicable to any Phantom        Awards will be set out in the relevant Sub-Plan.          A Phantom Award will not confer any right to receive Shares or any interest in Shares.   8.    Removal of Plan Shares from Nominee   8.1   Power of Board         The Board may, at any time and for any reason, decide to remove some or all of a Participant’s        Plan Shares from the Nominee, in which case it will notify the Participant.   8.2   Removal of Plan Shares – instructions         If a Participant Leaves or Plan Shares are to be removed from the Nominee for any other reason,        the Nominee will seek instructions from the Participant as to whether the Plan Shares should be:          8.2.1    transferred to the Participant or the Participant’s nominee; or        8.2.2    sold and the cash proceeds transferred to the Participant or as the Participant directs,          subject to any deductions under rule 11.1 (Withholding).                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 15 of 22 





 






      The Plan Shares will be dealt with as soon as practicable in accordance with the Participant’s        instructions.   8.3   Removal of Plan Shares – absence of instructions         If  a  Participant  fails  to  provide  instructions  within  the  period  notified  by  the  Nominee  to  the        Participant, the Participant’s Plan Shares will be sold on behalf of the Participant and the cash        proceeds will be transferred to the Participant as soon as practicable, subject to any deductions        under rule 11.1 (Withholding). Alternatively, if it is not possible or practicable to sell the Shares        on behalf of the Participant within the period of 12 months following issue of the notification to the        Participant  under  rule  8.2  (Removal  of  Plan  Shares  –  instructions),  the  Plan  Shares  will  be        transferred to the Participant in the form of a Share certificate.   9.    Mobile Participants   9.1   Application of rule         If a  Participant  moves  from  one  jurisdiction  to  another  or  becomes  tax  resident  in  a  different        jurisdiction  and,  as  a  result,  the  Participant  does  not  Leave  but  there  may  be  adverse  legal,        regulatory or tax consequences for the Participant, a Participating Company and/or an Associated        Company in connection with an Award, then the Board may adjust that Participant’s Award so        that the Award is on such terms, subject to such conditions and, in relation to Matching Awards        and/or Free Awards, over such shares (or other type of securities or cash) as the Board may        consider appropriate.   9.2   Cancellation         If the Board determines that the adjustment of an Award under rule 9.1 (Application of rule) is not        practicable or appropriate, the Board may determine that:         9.2.1    the Participant may no longer participate in the Plan; and/or        9.2.2    the Award will lapse, if a Matching Award or Free Award; and/or        9.2.3    Plan Shares will be dealt with in accordance with rule 8 (Removal of Plan Shares from                 Nominee).   9.3   Notifying Participants         The  Board  will  notify  Participants  of  any  adjustment  or  determination  made  under  this  rule  9        (Mobile Participants) as soon as practicable.   10.  Corporate Events   10.1  Matching and Free Awards         The terms that will apply to Matching Awards and Free Awards if there is a Corporate Event will        be set out in the relevant Sub-Plan.    10.2  Plan Shares          If there is a Corporate Event:         10.2.1   Participants will have the same rights in relation to their Plan Shares as other holders                 of Shares;                        Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 16 of 22 





 






      10.2.2   the Nominee may request Participants’ instructions, within a specified deadline, as to                 how to deal with their Plan Shares, which may include exercising any right to elect to                 receive Shares or any particular form of consideration available in connection with the                 Corporate Event; and        10.2.3   any Shares, rights or other securities allotted in relation to or in exchange for any Plan                 Shares will be treated as if they were awarded to the Participant at the Award Date of                 the  Plan  Shares  to  which  they  relate  and  the  terms  of  this  Plan  will  apply  to  those                 Shares, rights or other securities as if they were Plan Shares, unless otherwise specified                 by the Board or the relevant Sub-Plan.         In the absence of instructions from a Participant, the Nominee will not be obliged to take any        action in respect of that Participant’s Plan Shares.         The Board will decide how Fractional Entitlements will be dealt with if there is a Corporate Event.         The Board will decide what will happen if a Corporate Event occurs during an Acquisition Period.   10.3  Further provisions         The relevant Sub-Plan or an applicable Share Purchase Agreement or other Award Document        may specify any further terms and conditions that will apply if there is a Corporate Event.   11.  Taxation   11.1  Withholding         Any Participating Company, any Associated Company, any employing company, the trustee of        any  relevant  employee  benefit  trust,  any  third  party  provider  or  the  Nominee  may  make        withholding arrangements as set out in this rule 11.1 (Withholding).          A  withholding  entity  may  make  such  withholding  arrangements  as  it  considers  necessary  or        desirable, including making deductions from a Participant’s Salary, from any contributions made        by the Participant under the Plan and/or from any cash payment owed to the Participant.         Withholding arrangements may include the sale on behalf of the Participant of some or all of the        Participant’s Plan Shares.          An entity may withhold to meet any liability for Taxation, to collect any fees (of the Nominee or        otherwise)  and  to  meet  any  applicable  dealing  and/or  currency  exchange  costs  and  other        associated costs, including under rule 12.2 (Share transfer tax).   11.2  Participant indemnity         A  Participant  will,  if  requested,  indemnify  any  member  of  the  Group  and/or  any  Associated        Company for the Participant’s liability for Taxation.   11.3  Tax Elections         A Participant may be required to enter into a Tax Election.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 17 of 22 





 






12.  General   12.1  Source of Shares         Plan Shares may only be awarded, and Matching Awards and Free Awards can only be made, in        respect  of  existing  Shares  purchased  in  the  market.  Plan  Shares  cannot  be  awarded,  and        Matching Awards and Free Awards cannot be made, in respect of newly issued Shares or treasury        Shares.   12.2  Share transfer tax         Any share transfer taxes or other expenses involved in any transfer of Shares in connection with        the  Plan  will  be  payable  by  the  Participant  concerned  or  the  purchaser  from  the  Participant        concerned.   12.3  Dealing Restrictions         Each person will have regard to Dealing Restrictions when operating, interpreting, administering,        participating in and/or taking any other action in relation to the Plan.  12.4  Terms of employment         For  the  purposes  of  this  rule  12.4  (Terms  of  employment),  “Employee”  means  any  employee        (existing or former) of a member of the Group (existing or former).         This rule 12.4 (Terms of employment) applies during an Employee’s employment and after the        termination of an Employee’s employment, whether or not the termination is lawful.         The Plan has been established voluntarily. Nothing in the provisions, or the operation, of the Plan        forms part of the contract of employment of an Employee. The rights and obligations arising from        the employment relationship between the Employee and the relevant member of the Group are        separate from, and are not affected by, the Plan. Participation in the Plan does not create any        right to, or expectation of, continued employment, and does not affect the right of an employing        company to terminate an Employee’s employment at any time.         Participation in the Plan or the receipt of Awards on a particular basis in any year does not create        any right to or expectation of participation in the Plan or the receipt of Awards on the same basis,        or at all, in any future year.         The  terms  of  the  Plan  do  not  entitle  the  Employee  to  the  exercise  of  any  discretion  in  the        Employee’s favour.         The  Employee  will  have  no  claim  or  right  of  action  in  respect  of  any  decision,  omission  or        discretion, which may operate to the disadvantage of the Employee.         No  Employee  has  any  right to  compensation  or  damages  for  any  loss  (actual  or  potential)  in        relation to the Plan, including any loss in relation to:         12.4.1   any  loss  or  reduction  of  rights  or  expectations  under  the  Plan  in  any  circumstances                 (including lawful or unlawful termination of employment);        12.4.2   any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or                 any failure to exercise a discretion or take a decision; or        12.4.3   the operation, suspension, termination or amendment of any Award or the Plan.                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 18 of 22 





 






      By participating in the Plan, an Employee waives all rights which might otherwise arise under the        Plan, other than the right to acquire cash and/or Shares subject to and in accordance with the        express terms of the Plan, in consideration for an Award.   12.5  Not pensionable         None of the benefits received under the Plan are pensionable.   12.6  Data protection         Awards will be subject to:         12.6.1   any  data  protection  policies  applicable  to  any  relevant  member  of  the  Group  or                 Associated Company; and        12.6.2   any applicable privacy notices.   12.7  Consents and filing         All transfers of Shares or cash payments will be subject to the Company’s articles of association        and any necessary consents or filings required in any relevant jurisdiction. The Participant will be        responsible  for  complying  with  any  requirements  needed  in  order  to  obtain,  or  to  avoid  the        necessity for, any such consents or filings.   12.8  Currency conversion         Any conversion of money into different currencies (whether notional or actual) will be done at a        time and rate of exchange that the Board determines.         Participants will bear any currency conversion costs.   12.9  Holding of money by Nominee         Any cash amounts held by the Nominee on behalf of Participants will be held in a segregated        account. The Nominee is under no obligation to hold cash amounts in an interest-bearing account.   12.10 No liability for loss         Neither the Nominee nor any member of the Group or Associated Company will be liable for any        loss:         12.10.1  suffered by a Participant due to movements in currency exchange rates or due to any                 charges imposed in relation to the conversion or transfer of monies; or        12.10.2  occasioned by any delay in giving effect to a Participant’s instructions in relation to any                 Plan Shares or in procuring a sale or transfer of any Participant’s Plan Shares.   12.11 Notices         Any notice or other communication required under the Plan will be given in writing, which may        include electronic means.         Any notice or other communication to be given to an Eligible Employee or Participant may be        delivered  by  electronic  means  (including  by  email,  through  the  Group’s,  or  a  member  of  the        Group’s, intranet or a share plan portal), personally delivered or sent by ordinary post to such        address as the Board reasonably considers appropriate.                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 19 of 22 





 






      Any notice or other communication to be given to the Company or its agents may be delivered or        sent to its registered office or such other place and by such means as the Board or the Company’s        agents may specify and notify to Eligible Employees and/or Participants, as relevant.         Any notice or other communication to be given to the Nominee may be delivered or sent to its        registered office or such other place and by such means as the Board or the Nominee may specify        and notify to Eligible Employees and/or Participants, as relevant.         Notices or other communications:         12.11.1  sent electronically will be deemed to have been received immediately (if sent during                 usual business hours) or at the opening of business on the next Dealing Day (if sent                 outside usual business hours);        12.11.2  that are personally delivered will be deemed to have been received when left at the                 relevant address (if left during usual business hours) or at the opening of business on                 the next Dealing Day (if left outside usual business hours); and        12.11.3  sent  by  post  will  be  deemed  to  have  been  received  24  hours  after  posting  to  a  UK                 address or 3 days after posting to an address outside the UK,         unless there is evidence to the contrary.         All notices or communications to be given to Eligible Employees and/or Participants are given and        sent at the risk of the addressee. No member of the Group has any liability in respect of any notice        or communication given or sent, nor need they be concerned to see that the addressee actually        receives it.   12.12 Third party rights         Except as otherwise expressly stated to the contrary, nothing in the Plan confers any benefit, right        or expectation on any persons other than an Eligible Employee, Participant, the Nominee, any        Participating Company or any Associated Company. No third party has any rights under the UK        Contracts (Rights of Third Parties) Act 1999 or any similar legislation in another jurisdiction to        enforce any rule of the Plan.   12.13 Shareholder rights         Participants  have  all  the  rights  of  a  shareholder  in  respect  of  their  Plan  Shares,  including  in        respect of dividend rights and voting rights:         12.13.1  save that Fractional Entitlements do not carry voting rights unless and until they become                 a whole Share; and         12.13.2  subject to any constraints applied in practice by the Nominee under its terms.         Participants will only be entitled to rights attaching to Shares by reference to a record date on or        after the date of transfer to them.    12.14 Administration of the Plan         The  Plan  will  be  administered  by  the  Board,  which  has  authority  to  make  such  rules  and        regulations for the administration of the Plan as it considers necessary or desirable. The Board        may delegate all or any of its rights and powers under the Plan.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 20 of 22 





 






12.15 Board’s decisions final and binding         All decisions of the Board are final and binding in all respects. The Board will decide any question        or dispute as to the interpretation of the Plan, any rules, regulations or procedures relating to the        Plan and/or in relation to an Award or any other matter relating to the Plan. When making such        decisions,  the  Board  will  exercise  its  discretion  in  a  manner  which  is  fair  and  reasonable.        Decisions of the Board will be conclusive.   13.  Changing the Plan and termination   13.1  General power to alter rules         The Board may change the Plan in any way and at any time.   13.2  Participant consent         If a proposed change would be to the material disadvantage of one or more Participants in respect        of existing rights under the Plan, then the Board must obtain any Participant consent required by        the relevant Sub-Plan.   13.3  Exceptions to Participant consent         The Board need not obtain Participant consent for any changes which are provided for in the Plan        or which are:         13.3.1   minor and to benefit the administration of the Plan;        13.3.2   to comply with or take account of a change in legislation; and/or        13.3.3   to obtain or maintain favourable tax, exchange control or regulatory treatment of any                 Participating Company or Associated Company or any present or future Participant.   13.4  Sub-Plans         The Board may establish Sub-Plans to this Plan, which will:          13.4.1   be based on these rules, but modified as necessary or desirable to take account of any                 local laws and practices; and         13.4.2   include  further  specific  terms,  including  Board  determinations  on  particular  points  of                 practice, in accordance with the provisions of this Plan.   13.5  Severance of rules         If any provision of the Plan is held to be invalid, illegal or unenforceable for any reason by any        court with jurisdiction then, for the purposes of that jurisdiction only:         13.5.1   such provision will be considered to be deleted; and        13.5.2   the remaining provisions will continue in full force and effect,         unless the Board determines otherwise.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 21 of 22 





 






13.6  Termination of Plan         The Board may (and will, in the event of the Company’s insolvency) terminate the Plan, and/or        may terminate any Sub-Plan, at any time. Termination will not affect subsisting rights under the        Plan and/or relevant Sub-Plan.         In the event of the termination of the Plan and/or any Sub-Plan, each affected Participant, and        any  affected  Eligible  Employee  who  has  entered  into  a  Share  Purchase  Agreement  or  other        Award document that was in force immediately before the termination, will be treated as:         13.6.1   Leaving in relation to Plan Shares;        13.6.2   Leaving for a Good Leaver Reason in relation to Matching Awards and Free Awards,          unless the Board determines, or the relevant Sub-Plan specifies, otherwise.   14.  Governing law, jurisdiction and language         The laws of England and Wales govern the Plan and all Awards. The courts of England and Wales        have exclusive jurisdiction in respect of any disputes arising in connection with the Plan or any        Award.         Where there is any conflict between the terms of the English version of the Plan, the Awards        and/or any ancillary documents and a version in any other language, the English language version        will prevail.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                            Page 22 of 22 





 






         Coca-Cola European Partners plc Employee Share Purchase Plan                                 Sub-Plan for the Netherlands   1.    Purpose and scope of Sub-Plan         The purpose of this Sub-Plan is to specify how the Plan will be operated in practice in respect of        Netherlands incorporated companies.          The main rules of the Plan apply to Awards subject to this Sub-Plan, except as modified by this        Sub-Plan.    2.    Meaning of words used         Capitalised terms used in this Sub-Plan will have the same meanings as they are given in the        main rules of the Plan, unless stated otherwise.   3.    Participating Companies   3.1   Scope         The Participating Company in this Sub-Plan is Coca-Cola European Partners Nederland B.V. (the        “Dutch Participating Company”).   3.2   Cessation of status         If  at  any  time  the  Dutch  Participating  Company  ceases  to  be  a  member  of  the  Group,  it  will        automatically cease to be a Participating Company for the purposes of this Sub-Plan.   4.    Eligibility   4.1   Dutch Participating Company         A  person  is  only  an  Eligible  Employee  if  they  are  an  employee  of  the  Dutch  Participating        Company.   4.2   Taxpayers outside Netherlands         In order for a person to be an Eligible Employee, that person must be a resident taxpayer in the        Netherlands on the Eligibility Date.          The Board may decide that a person is not an Eligible Employee under this Sub-Plan if they are        a taxpayer in another country (as well as being a resident taxpayer in the Netherlands) on the        Eligibility Date.   4.3   No qualifying period         There is no qualifying period in order to qualify as an Eligible Employee.   4.4   Other Sub-Plans         If a person is eligible to participate in more than one Sub-Plan, the Board will decide whether or        not that person can only participate in one Sub-Plan and, if the person can only participate in one        Sub-Plan, which Sub-Plan will apply.                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 1 of 6 





 






5.    Awards         The only Awards available under this Sub-Plan are Awards of Purchased Shares and Dividend        Shares.          On each occasion that the Board decides to issue invitations to participate in the Plan, all Eligible        Employees will normally be invited to participate, unless the Board decides otherwise.   6.    Share Purchase Agreements   6.1   Contents of a Share Purchase Agreement         A Share Purchase Agreement will:         6.1.1    be in a form approved by the Board;        6.1.2    set out:                   (i)   the intervals at which Purchased Share Money will be deducted;                 (ii)  if there is any Acquisition Period, the length of the Acquisition Period;                 (iii)  the intervals at which Purchased Shares will be awarded (which may be monthly,                       quarterly, annually or at such other intervals as the Board decides); and                 (iv)  how long the deductions will continue to be taken for (whether a one-off, over a                       set period or until further notice);        6.1.3    state the amount of Purchased Share Money the Eligible Employee wishes to contribute                 to the Plan, which must be at least EUR25 per month or such other amount determined                 by the Board from time to time;        6.1.4    state that Fractional Entitlements will be operated in accordance with the provisions of                 the Plan; and         6.1.5    require the Eligible Employee to:                  (i)   authorise their employing company from time to time to deduct the Purchased                       Share Money from their Salary for the purpose of acquiring Purchased Shares,                       and accept this authorisation will continue to apply for so long as is required in                       accordance with the provisions of the Plan;                  (ii)  authorise  the  reinvestment  of  cash  dividends  received  in  relation  to  the                       Participant’s Plan Shares in Dividend Shares; and                  (iii)  accept all of the terms and conditions applicable to their Purchased Shares and                       Dividend Shares, including:                        (a)   the provisions of the Plan; and                        (b)   any terms and conditions applicable to the Nominee’s services as provided                             in connection with the Plan.   6.2   Submitting a Share Purchase Agreement         An Eligible Employee must submit a Share Purchase Agreement in the manner and within the        period specified.                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 2 of 6 





 






7.    Purchased Share Money   7.1   Collection of Purchased Share Money         Purchased  Share  Money  will  be  deducted  from  a  Participant’s  Salary.  No  other  methods  of        collection are permitted.   7.2   Holding of Purchased Share Money         Purchased Share Money will be held on behalf of the Participant by the Nominee in a non-interest        bearing,  segregated  account  until  it  is  used  to  acquire  Purchased  Shares  on  behalf  of  the        Participant.   7.3   Deduction in error         If  for  any  reason  the  amount  of  money  deducted  from  a  Participant’s  Salary  is  more  than  is        permitted under the provisions of the Plan or the relevant Share Purchase Agreement, it will be        repaid  to  the  Participant  as  soon  as  reasonably  practicable  and/or  any  member  of  the Group        and/or the Nominee may take such action as the Board, in its discretion, determines is necessary        or desirable to correct or ratify the error.   7.4   Unused Purchased Share Money         After an Award of Purchased Shares, any Purchased Share Money which has not been used to        acquire a Purchased Share (including a Fractional Entitlement) will be retained by the Nominee        and  added  to  the  next  amount  of  Purchased  Share  Money  deducted  from  the  relevant        Participant’s Salary.   8.    Dividends   8.1   Reinvestment         All  cash  dividends  received  in  relation  to  the  Participant’s  Plan  Shares  will  be  reinvested  in        Dividend Shares (including Fractional Entitlements)  unless and until the Participant otherwise        gives notice to the Company (in accordance with section 10.3 (Varying reinvestment in Dividend        Shares)) that they do not wish to receive Dividend Shares.   8.2   Unused cash dividends         Any cash dividend:         8.2.1    will  be  paid  to  the  Participant  as  soon  as  practicable,  if  the  Participant  does  not                 participate in Awards of Dividend Shares; or         8.2.2    that is  left after the application  of section 8.1 (Reinvestment) will be retained by  the                 Nominee and added to the next amount of cash dividends to be reinvested in Dividend                 Shares, where the Participant participates in Awards of Dividend Shares.   9.    Award confirmation   9.1   Information made available         On each occasion that Plan Shares are awarded to  a Participant, the Nominee will make the        following information available to the Participant:                           Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 3 of 6 





 






      9.1.1    the number of Plan Shares awarded to them on that occasion;         9.1.2    whether they are Purchased Shares or Dividend Shares;         9.1.3    the amount of Purchased Share Money or cash dividends used to acquire those Plan                 Shares; and         9.1.4    any cash balance remaining after the acquisition of Plan Shares.   10.  Ongoing deductions and reinvestment   10.1  Varying deductions  for Purchased Shares         A Participant may give notice to the Company, or the Company may give notice to a Participant:        10.1.1   that deductions of Purchased Share Money will be suspended for a particular period.                 Unless  a  later  date  is  specified  in  the  notice,  the  Company  will  ensure  that  the                 suspension  takes  effect  within  31  days  after  it  gives  or  receives  the  notice  (as                 appropriate);        10.1.2   that  deductions  of  Purchased  Share  Money  will  be  stopped.  Unless  a  later  date  is                 specified in the notice, the Company will ensure that no further deductions are made                 within 31 days after it gives or receives the notice (as appropriate); and         10.1.3   that the amount of Purchased Share Money will be varied. In the case of the Company                 giving  notice  to  the  Participant,  this  will  be  limited  to  a  reduction  in  the  amount  of                 Purchased Share Money. Unless a later date is specified in the notice, the Company                 will ensure that the variation takes effect within 31 days after it gives or receives the                 notice (as appropriate).         A  Participant  may  give  notice  to  the  Company  to  restart  deductions  under  the  relevant        Participant’s  Share  Purchase  Agreement.  Unless  a  later  date  is  specified  in  the  notice,  the        Company will ensure that deductions are restarted no later than the date of the first deduction        due  under  the  Share  Purchase Agreement  that  falls  more  than  31  days  after  the  Company        receives the notice.    10.2  No top ups         A Participant who restarts deductions may not make up any deductions that have been missed        while the deductions were suspended or stopped.   10.3  Varying reinvestment in Dividend Shares         A Participant may give notice to the Company, or the Company may give notice to a Participant:        10.3.1   that reinvestment of cash dividends into Dividend Shares will be stopped. Unless a later                 date is specified in the notice, the Company will ensure that reinvestment is stopped                 within 31 days after it gives or receives the notice (as appropriate); and         10.3.2   that reinvestment of cash dividends into Dividend Shares will be restarted. Unless a                 later  date  is  specified  in  the  notice,  the  Company  will  ensure  that  reinvestment  is                 restarted  no  later  than  31  days  after  the  Company  gives  or  receives  the  notice  (as                 appropriate).                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 4 of 6 





 






      The Company may give notice to the Participant that it wishes to vary whether Dividend Shares        will be awarded in respect of all, or only some, of a Participant’s Plan Shares. Unless a later date        is specified in the notice, the Company will ensure that the variation takes effect within 31 days        after it gives the notice.   11.  Moving to another Participating Company (not the Dutch Participating Company)         If a Participant ceases to be an employee of the Dutch Participating Company but does not Leave        because they are or become an employee of another Participating Company (which is not the        Dutch Participating Company) immediately afterwards, then:         11.1.1   as soon as reasonably practicable, deductions of Purchased Share Money under this                 Sub-Plan will cease and no further deductions may be made under this Sub-Plan;         11.1.2   any Purchased Share Money held on the Participant’s behalf may:                  (i)   be used to acquire Purchased Shares under this Sub-Plan; or                  (ii)  be transferred to the Participant; or                 (iii)  be used to acquire Purchased Shares pursuant to the terms of another Sub-Plan,                       if applicable;        11.1.3   after  the  application  of  any  Purchased  Share  Money  in  accordance  with  section                 11.1.211.1.2, the Participant will not be entitled to receive any further Purchased Shares                 under this Sub-Plan; and        11.1.4   the Participant may continue to participate in Awards of Dividend Shares under this Sub-                Plan, unless:                   (i)   the Participant is participating in another Sub-Plan and the Board determines that                       the Participant’s Purchased Shares and Dividend Shares held under the terms of                       this Sub-Plan will be held under the terms of the other Sub-Plan; or                 (ii)  the Board determines otherwise.   12.  Corporate Events         In the event of a rights issue the Board may direct that the Nominee will dispose of some of the        rights given in respect of a Participant's Plan Shares under the rights issue in order to apply the        net proceeds from that disposal to permit the Participant to take up the balance of the Participant’s        entitlement under the rights issue, and in the absence of a direction from the Board, the Nominee        will, other than notifying the Participant of the rights issue, take no action under this section 12        (Corporate Events) unless directed otherwise by the Participant.   13.  Changing this Sub-Plan   13.1  Amending this Sub-Plan         The Board may change how the Plan will be operated in respect of employees of Netherlands        incorporated companies from time to time in accordance with the provisions of the Plan, in which        case the provisions of this Sub-Plan will be amended accordingly.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 5 of 6 





 






13.2  Participant consent         If a proposed change to the Plan (including this Sub-Plan) would be to the material disadvantage        of one or more Participants in this Sub-Plan in respect of existing rights under the Plan (including        this Sub-Plan), then the Board must obtain the written consent of the affected Participant(s).         However, the Board need not obtain the consent of a Participant if:         13.2.1   it invites each disadvantaged Participant who is a Participant in this Sub-Plan to indicate                 whether or not they approve the change; and        13.2.2   the  majority  of  the  Participants  (by  number)  who  were  invited  and  who  make  an                 indication approve the change.         In this case, the proposed change will take effect in respect of Participants in this Sub-Plan.         This section Error! Reference source not found. (Participant consent) does not limit the ability        of  the  Board  to  make  changes  without  Participant  consent  under  rule  13.3  (Exceptions  to        Participant consent) of the Plan.   14.  Conflict         If there is any conflict between a section of this Sub-Plan and the other rules of the Plan, the        section of this Sub-Plan will take precedence.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 6 of 6 





 






         Coca-Cola European Partners plc Employee Share Purchase Plan                                      Sub-Plan for the UK   1.    Purpose and scope of Sub-Plan         The purpose of this Sub-Plan is to specify how the Plan will be operated in practice in respect of        UK incorporated companies.          The main rules of the Plan apply to Awards subject to this Sub-Plan, except as modified by this        Sub-Plan.    2.    Meaning of words used         Capitalised terms used in this Sub-Plan will have the same meanings as they are given in the        main rules of the Plan, unless stated otherwise.   3.    Participating Companies   3.1   Scope         The Participating Companies in this Sub-Plan are:         3.1.1    Coca-Cola European Partners plc; and         3.1.2    Coca-Cola European Partners Great Britain Limited;         (each a “UK Participating Company” and together, the “UK Participating Companies”).   3.2   Cessation of status         If  at  any  time  a  UK  Participating  Company  ceases  to  be  a  member  of  the  Group,  it  will        automatically cease to be a Participating Company for the purposes of this Sub-Plan.   4.    Eligibility   4.1   UK Participating Companies         A person is only an Eligible Employee if they are an employee of a UK Participating Company.   4.2   Taxpayers outside UK         In order for a person to be an Eligible Employee, that person must be a UK resident taxpayer on        the Eligibility Date.          The Board may decide that a person is not an Eligible Employee under this Sub-Plan if they are        a taxpayer in another country (as well as being a UK resident taxpayer) on the Eligibility Date.   4.3   No qualifying period         There is no qualifying period in order to qualify as an Eligible Employee.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 1 of 6 





 






4.4   Other Sub-Plans         If a person is eligible to participate in more than one Sub-Plan, the Board will decide whether or        not that person can only participate in one Sub-Plan and, if the person can only participate in one        Sub-Plan, which Sub-Plan will apply.   5.    Awards         The only Awards available under this Sub-Plan are Awards of Purchased Shares and Dividend        Shares.          On each occasion that the Board decides to issue invitations to participate in the Plan, all Eligible        Employees will normally be invited to participate, unless the Board decides otherwise.   6.    Share Purchase Agreements   6.1   Contents of a Share Purchase Agreement         A Share Purchase Agreement will:         6.1.1    be in a form approved by the Board;        6.1.2    set out:                   (i)   the intervals at which Purchased Share Money will be deducted;                 (ii)  if there is any Acquisition Period, the length of the Acquisition Period;                 (iii)  the intervals at which Purchased Shares will be awarded (which may be monthly,                       quarterly, annually or at such other intervals as the Board decides); and                 (iv)  how long the deductions will continue to be taken for (whether a one-off, over a                       set period or until further notice);        6.1.3    state the amount of Purchased Share Money the Eligible Employee wishes to contribute                 to the Plan, which must be at least GBP25 per month or such other amount determined                 by the Board from time to time;        6.1.4    state that Fractional Entitlements will be operated in accordance with the provisions of                 the Plan; and         6.1.5    require the Eligible Employee to:                  (i)   authorise their employing company from time to time to deduct the Purchased                       Share Money from their Salary for the purpose of acquiring Purchased Shares,                       and accept this authorisation will continue to apply for so long as is required in                       accordance with the provisions of the Plan;                  (ii)  authorise  the  reinvestment  of  cash  dividends  received  in  relation  to  the                       Participant’s Plan Shares in Dividend Shares; and                  (iii)  accept all of the terms and conditions applicable to their Purchased Shares and                       Dividend Shares, including:                        (a)   the provisions of the Plan; and                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 2 of 6 





 






                     (b)   any terms and conditions applicable to the Nominee’s services as provided                             in connection with the Plan.   6.2   Submitting a Share Purchase Agreement         An Eligible Employee must submit a Share Purchase Agreement in the manner and within the        period specified.   7.    Purchased Share Money   7.1   Collection of Purchased Share Money         Purchased  Share  Money  will  be  deducted  from  a  Participant’s  Salary.  No  other  methods  of        collection are permitted.   7.2   Holding of Purchased Share Money         Purchased Share Money will be held on behalf of the Participant by the Nominee in a non-interest        bearing,  segregated  account  until  it  is  used  to  acquire  Purchased  Shares  on  behalf  of  the        Participant.   7.3   Deduction in error         If  for  any  reason  the  amount  of  money  deducted  from  a  Participant’s  Salary  is  more  than  is        permitted under the provisions of the Plan or the relevant Share Purchase Agreement, it will be        repaid  to  the  Participant  as  soon  as  reasonably  practicable  and/or  any  member  of  the Group        and/or the Nominee may take such action as the Board, in its discretion, determines is necessary        or desirable to correct or ratify the error.   7.4   Unused Purchased Share Money         After an Award of Purchased Shares, any Purchased Share Money which has not been used to        acquire a Purchased Share (including a Fractional Entitlement) will be retained by the Nominee        and  added  to  the  next  amount  of  Purchased  Share  Money  deducted  from  the  relevant        Participant’s Salary.   8.    Dividends   8.1   Reinvestment         All  cash  dividends  received  in  relation  to  the  Participant’s  Plan  Shares  will  be  reinvested  in        Dividend  Shares  (including  Fractional  Entitlements)  unless  and  until  the  Participant  otherwise        gives notice to the Company (in accordance with section 10.3 (Varying reinvestment in Dividend        Shares)) that they do not wish to receive Dividend Shares.   8.2   Unused cash dividends         Any cash dividend:         8.2.1    will  be  paid  to  the  Participant  as  soon  as  practicable,  if  the  Participant  does  not                 participate in Awards of Dividend Shares; or         8.2.2    that is  left after the application  of section 8.1 (Reinvestment) will be retained by  the                 Nominee and added to the next amount of cash dividends to be reinvested in Dividend                 Shares, where the Participant participates in Awards of Dividend Shares.                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 3 of 6 





 






9.    Award confirmation   9.1   Information made available         On each occasion that Plan Shares are awarded to  a Participant, the Nominee will make the        following information available to the Participant:          9.1.1    the number of Plan Shares awarded to them on that occasion;         9.1.2    whether they are Purchased Shares or Dividend Shares;         9.1.3    the amount of Purchased Share Money or cash dividends used to acquire those Plan                 Shares; and        9.1.4    any cash balance remaining after the acquisition of Plan Shares.   10.  Ongoing deductions and reinvestment   10.1  Varying deductions for Purchased Shares          A Participant may give notice to the Company, or the Company may give notice to a Participant:        10.1.1   that deductions of Purchased Share Money will be suspended for a particular period.                 Unless  a  later  date  is  specified  in  the  notice,  the  Company  will  ensure  that  the                 suspension  takes  effect  within  31  days  after  it  gives  or  receives  the  notice  (as                 appropriate);        10.1.2   that  deductions  of  Purchased  Share  Money  will  be  stopped.  Unless  a  later  date  is                 specified in the notice, the Company will ensure that no further deductions are made                 within 31 days after it gives or receives the notice (as appropriate); and         10.1.3   that the amount of Purchased Share Money will be varied. In the case of the Company                 giving  notice  to  the  Participant,  this  will  be  limited  to  a  reduction  in  the  amount  of                 Purchased Share Money. Unless a later date is specified in the notice, the Company                 will ensure that the variation takes effect within 31 days after it gives or receives the                 notice (as appropriate).         A  Participant  may  give  notice  to  the  Company  to  restart  deductions  under  the  relevant        Participant’s  Share  Purchase  Agreement.  Unless  a  later  date  is  specified  in  the  notice,  the        Company will ensure that deductions are restarted no later than the date of the first deduction        due  under  the  Share  Purchase Agreement  that  falls  more  than  31  days  after  the  Company        receives the notice.    10.2  No top ups         A Participant who restarts deductions may not make up any deductions that have been missed        while the deductions were suspended or stopped.   10.3  Varying reinvestment in Dividend Shares         A Participant may give notice to the Company, or the Company may give notice to a Participant:        10.3.1   that reinvestment of cash dividends into Dividend Shares will be stopped. Unless a later                 date is specified in the notice, the Company will ensure that reinvestment is stopped                 within 31 days after it gives or receives the notice (as appropriate); and                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 4 of 6 





 






      10.3.2   that reinvestment of cash dividends into Dividend Shares will be restarted. Unless a                 later  date  is  specified  in  the  notice,  the  Company  will  ensure  that  reinvestment  is                 restarted  no  later  than  31  days  after  the  Company  gives  or  receives  the  notice  (as                 appropriate).         The Company may give notice to the Participant that it wishes to vary whether Dividend Shares        will be awarded in respect of all, or only some, of a Participant’s Plan Shares. Unless a later date        is specified in the notice, the Company will ensure that the variation takes effect within 31 days        after it gives the notice.   11.  Moving to another Participating Company (not a UK Participating Company)         If a Participant ceases to be an employee of any UK Participating Company but does not Leave        because they are or become an employee of another Participating Company (which is not a UK        Participating Company) immediately afterwards, then:         11.1.1   as soon as reasonably practicable, deductions of Purchased Share Money under this                 Sub-Plan will cease and no further deductions may be made under this Sub-Plan;         11.1.2   any Purchased Share Money held on the Participant’s behalf may:                  (i)   be used to acquire Purchased Shares under this Sub-Plan; or                  (ii)  be transferred to the Participant; or                 (iii)  be used to acquire Purchased Shares pursuant to the terms of another Sub-Plan,                       if applicable;        11.1.3   after the application of any Purchased Share Money in accordance with section 11.1.2,                 the Participant will not be entitled to receive any further Purchased Shares under this                 Sub-Plan; and        11.1.4   the Participant may continue to participate in Awards of Dividend Shares under this Sub-                Plan, unless:                   (i)   the Participant is participating in another Sub-Plan and the Board determines that                       the Participant’s Purchased Shares and Dividend Shares held under the terms of                       this Sub-Plan will be held under the terms of the other Sub-Plan; or                 (ii)  the Board determines otherwise.   12.  Corporate Events         In the event of a rights issue the Board may direct that the Nominee will dispose of some of the        rights given in respect of a Participant's Plan Shares under the rights issue in order to apply the        net proceeds from that disposal to permit the Participant to take up the balance of the Participant’s        entitlement under the rights issue, and in the absence of a direction from the Board, the Nominee        will, other than notifying the Participant of the rights issue, take no action under this section 12        (Corporate Events) unless directed otherwise by the Participant.   13.  Changing this Sub-Plan   13.1  Amending this Sub-Plan         The Board may change how the Plan will be operated in respect of employees of UK incorporated                         Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 5 of 6 





 






      companies from time to time in accordance with the provisions of the Plan, in which case the        provisions of this Sub-Plan will be amended accordingly.   13.2  Participant consent         If a proposed change to the Plan (including this Sub-Plan) would be to the material disadvantage        of one or more Participants in this Sub-Plan in respect of existing rights under the Plan (including        this Sub-Plan), then the Board must obtain the written consent of the affected Participant(s).         However, the Board need not obtain the consent of a Participant if:         13.2.1   it invites each disadvantaged Participant who is a Participant in this Sub-Plan to indicate                 whether or not they approve the change; and         13.2.2   the  majority  of  the  Participants  (by  number)  who  were  invited  and  who  make  an                 indication approve the change.         In this case, the proposed change will take effect in respect of Participants in this Sub-Plan.         This section 13.2 (Participant consent) does not limit the ability of the Board to make changes        without Participant consent under rule 13.3 (Exceptions to Participant consent) of the Plan.   14.  Conflict         If there is any conflict between a section of this Sub-Plan and the other rules of the Plan, the        section of this Sub-Plan will take precedence.                          Coca-Cola European Partners plc – Employee Share Purchase Plan                                             Page 6 of 6