exv10w6



 






Exhibit 10.6




CCE SPINCO, INC.

2006 ANNUAL INCENTIVE PLAN



1. Purpose. The purpose of the plan is to provide performance-based incentive compensation
to executive officers and other selected key executives of CCE SPINCO, Inc. (the “Company”) and its
subsidiaries, which, as applicable, will not be subject to the executive compensation deduction
limitations of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”).



2. Administration.




     2.1 The Committee. The plan will be administered by the compensation committee of the
Company’s board of directors, or a committee of such other persons as the board of directors may
appoint. Unless the board of directors determines otherwise, the members of the committee must be
“outside directors” for purposes of 162(m) of the Code.



     2.2 Responsibility and Authority of the Committee. Subject to the provisions of the
plan, the committee, acting in its discretion, will have responsibility and authority to (a) select
the individuals who may participate in the plan, (b) prescribe the terms and conditions of each
participant’s award and make amendments thereto, (c) determine whether and the extent to which
performance goals have been met, (d) construe, interpret and apply the provisions of the plan and
of any agreement or other document evidencing an award made under the plan, and (e) make any and
all determinations and take any and all other actions as it deems necessary or desirable in order
to carry out the terms of the plan. In exercising its responsibilities, the committee may obtain at
the Company’s expense such advice, guidance and other assistance from outside compensation
consultants and other professional advisers as it deems appropriate. The decision of the committee
regarding any disputed question, including questions of construction, interpretation and
administration, shall be final and conclusive on all persons.



     2.3 Manner of Exercise of Committee Authority. The Committee may delegate
responsibilities with respect to the administration of the Plan to one or more officers of the
Company or any of its subsidiaries, to one or more members of the Committee or to one or more
members of the Board; provided, however, that the Committee may not delegate its
responsibility if and to the extent such delegation would cause an award to fail to constitute
“qualified performance-based compensation” under Section 162(m) of the Code. The committee may also
appoint agents to assist in the day-to-day administration of the Plan and may delegate the
authority to execute documents under the plan to one or more members of the committee or to one or
more officers of the Company.



     2.4 Indemnification. The Company shall indemnify and hold harmless each member of the
board of directors and of the committee or any employee of the Company or any of its subsidiaries
and affiliates who provides assistance with the administration of the plan or to whom a
plan-related responsibility is delegated from and against any loss, cost, liability (including any
sum paid in settlement of a claim with the approval of the board of directors), damage and expense
(including reasonable legal fees and other expenses incident thereto and, to the extent permitted
by applicable law, advancement of such fees and expenses) arising out of or incurred



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in connection with the plan, unless and except to the extent attributable to such person’s
fraud or willful misconduct.



3. Performance-Based Compensation Opportunities.




     3.1 General. Each award made under the plan will represent the right to receive
incentive compensation upon the achievement of one or more performance objectives that are
established by the committee and communicated to the recipient of the award by the 90th
day of the applicable performance period or, if earlier, before 25% of the applicable performance
period has elapsed. The committee will determine the performance period applicable to an award.
Subject to the requirements of the plan and applicable law, each award will contain such other
terms and conditions as the committee, acting in its discretion, may prescribe.



     3.2 Performance Criteria. Performance objectives may be based upon any one or more of
the following criteria: revenue growth, operating income before depreciation and amortization and
non-cash compensation expense (“OIBDAN”), OIBDAN growth, funds from operations, funds from
operations per share and per share growth, cash available for distribution, cash available for
distribution per share and per share growth, operating income and operating income growth, net
earnings, earnings per share and per share growth, return on equity, return on assets, share price
performance on an absolute basis and relative to an index, improvements in attainment of expense
levels, implementing or completion of critical projects, or improvement in cash-flow (before or
after tax).



     3.3 Performance Objectives. The amount, if any, payable to a participant with respect
to an award will depend upon whether and the extent to which the performance objective(s) of the
award are achieved during the applicable performance period. Performance objectives may be
established on a periodic, annual, cumulative or average basis and may be established on a
corporate-wide basis and/or with respect to operating units, divisions, subsidiaries, acquired
businesses, minority investments, partnerships or joint ventures. The committee may establish
different levels of payment under an award to correspond with different levels of achievement of
performance objectives specified in the award. Awards may contain more than one performance
objective; and performance objectives may be based upon multiple performance criteria. Multiple
performance objectives contained in an award may be aggregated, weighted, expressed in the
alternative or otherwise specified by the committee. The level or levels of performance specified
with respect to a performance objective may be expressed in absolute terms, as objectives relative
to performance in prior periods, as an objective compared to the performance of one or more
comparable companies or an index covering multiple companies, or otherwise as the committee may
determine. Notwithstanding anything to the contrary contained in the plan, the performance
objectives under any award must be objective and must otherwise meet the requirements of Section
162(m) of the Code.



     3.4 Adjustments. The committee may reduce or eliminate an award made under the plan
for any reason, including, without limitation, changes in the position or duties of a participant
during or after a performance period, whether due to termination of employment (including death,
disability, retirement, voluntary termination or termination with or without cause) or otherwise.
In addition, to the extent necessary to preserve the intended economic effects of the plan and
individual awards, the committee may make appropriate adjustments to



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the performance objectives and other terms of an award to properly reflect (a) a change in
corporate capitalization; (b) a material or extraordinary corporate transaction involving the
Company or a subsidiary, including, without limitation, a merger, consolidation, reorganization,
spin-off, or the sale of a subsidiary or of the assets of a business or division (whether or not
such transaction constitutes a reorganization within the meaning of Section 368(a) of the Code);
(c) a partial or complete liquidation of the Company or a subsidiary, or (d) a change in accounting
or other relevant rules or regulations; provided, however, that no adjustment
hereunder shall be authorized or made if and to the extent that the authority to make or the making
of such adjustment would cause an award to fail to satisfy the requirements for “qualified
performance-based compensation” under Section 162(m) of the Code.




     3.5 Certification. Following the completion of the performance period applicable to an
award, the committee shall determine and shall certify in writing whether and the extent to which
the performance objective(s) under the award have been achieved, as well as the amount, if any,
payable to the participant as a result of such achievement(s), which determination(s) and
certification(s) shall be subject to and shall be made in accordance with the requirements of
Section 162(m) of the Code.



     3.6 Payment of Amounts Earned. Subject to such deferral and/or other conditions as may
be permitted or required by the committee, amounts earned under an award will be paid or
distributed as soon as practicable following the committee’s determination and certification of
such amounts.



     3.7 Maximum Annual Amount Payable to a Participant. Notwithstanding anything to the
contrary contained herein, no individual may earn more than $15,000,000 in any calendar year
pursuant to an award made to such individual under the plan.


4. Termination of Employment; Death. Unless the committee determines otherwise, no amount
will be payable under an award made to a participant whose employment with the Company and its
subsidiaries terminates (for any reason other than death) before the payment date of such award. If
a participant dies before receiving payment of an amount earned under the plan, such payment will
be made to the deceased participant’s designated beneficiary, if any, or, if none, to the deceased
participant’s estate. No beneficiary designation shall be effective unless it is in writing and
received by the committee prior to the participant’s death, and any such designation will supersede
and be deemed a revocation of any prior beneficiary designation made by the participant.



5. Withholding Taxes. All amounts payable pursuant to the settlement of an award made under
the plan are subject to applicable tax withholding. The Company and its subsidiaries shall withhold
funds (or other property) from the payment of any such award and shall be entitled to take such
other action with respect to other amounts that are or may become payable to the participant as may
be necessary or appropriate in order to enable the Company and its subsidiaries to satisfy such tax
withholding requirements.



6. No Implied Rights Afforded to Participants. No award and nothing contained in the plan
or in any document relating to the plan shall confer upon an eligible employee or participant any
right to continue as an employee of the Company or a subsidiary or constitute a contract or





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agreement of employment, or interfere in any way with the right of the Company and its subsidiaries
to reduce such person’s compensation, to change the position held by such person or to terminate
such person’s employment, with or without cause.



7. Non-transferability. No interest in or under an award made or a payment due or to become
due under the plan may be assigned, transferred or otherwise alienated other than by will or the
laws of descent and distribution, and any attempted assignment, alienation, sale, transfer, pledge,
encumbrance, charge or other alienation of any such interest shall be void and unenforceable.



8. Amendment and Termination. The board of directors of the Company or the committee may
amend the plan at any time and from time to time. Any such amendment may be made without approval
of the Company’s stockholders unless and except to the extent such approval is required in order to
satisfy the stockholder approval requirements of Section 162(m) of the Code. The Company’s board of
directors may terminate the plan.



9. Unfunded Status of Awards. The plan is intended to constitute a bonus plan and not a
pension other employee benefit plan or purposes of ERISA. The right of a participant (or
beneficiary) to receive payment(s) under a plan award will constitute and be equivalent to the
right of a general unsecured creditor of the Company (or the subsidiary by whom the participant is
or was employed, as the case may be), whether or not a trust is created and funded in order to
facilitate the payment of amounts due or to become due under the plan (including, for this purpose,
any deferral arrangement made with respect to any such payment).



10. Miscellaneous.




     10.1 Governing Law. The plan and any award made under the plan will be subject to and
construed in accordance with the laws of the State of Delaware, without giving effect to principles
of conflicts of laws, and applicable federal law.



     10.2 Section 162(m) of the Code. It is intended that amounts payable pursuant to
awards made under the plan will constitute “qualified performance based compensation” and thus be
exempt from the annual $1 million limitation on the deductibility of executive compensation. The
plan and each award made under the plan will be interpreted, construed and applied accordingly.



     10.3 Effective Date. The plan is effective as of January 1, 2006. The plan will
terminate on the date of the first annual meeting of the Company’s stockholders following December
31, 2006, unless the plan is approved by the Company’s stockholders at such meeting. The
performance criteria specified in the plan shall be re-submitted for stockholder approval as and
when required by Treasury Department regulations in order to ensure compliance with the stockholder
approval requirements of Section 162(m) of the Code on an ongoing basis.




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