**Exhibit 10.16.1**

**COCA-COLA ENTERPRISES INC.**

**2007 INCENTIVE AWARD PLAN**

**(As Amended Effective December 31, 2008)**

1. ***Purpose*******.**** The purpose of this 2007 Incentive Award Plan (the “Plan”) is to assist Coca-Cola Enterprises Inc. (the “Company”) and its Subsidiaries in attracting, retaining, andrewarding high-quality executives, employees, and other persons who provide services to the Company and/or its Subsidiaries, enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality ofinterests between such persons and the Company’s shareowners, and providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareowner value. 

2. ***Definitions*******.**** For purposes of the Plan, the following terms shall be defined as set forth below, in addition to suchterms defined in Section 1, above: 

(a) “Award” means any Option, SAR, Restricted Stock, Restricted Stock Unit, and CashIncentive Award granted under this Plan. 

(b) “Beneficiary” means the person, persons, trust or trusts which have been designatedby a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to which Awards or other rights are transferred if and to theextent permitted under Section 10(a). If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will or the lawsof descent and distribution to receive such benefits. 

(c) “Board” means the Company’s Board of Directors. 

(d) “Cash Incentive Award” means a Performance Award granted to a Participant under Section 6(f). 

(e) “Cause” means (i) willful or gross misconduct by a Participant that is materially detrimental to the Company or a Subsidiary,(ii) acts of personal dishonesty or fraud by a Participant toward the Company or a Subsidiary, or (iii) the Participant’s conviction of a felony, except for a conviction related to vicarious liability based solely on his position withthe Company or a Subsidiary, provided that the Participant had no involvement in actions leading to such liability or had acted upon the advice of the Company’s or a Subsidiary’s counsel. 

(f) “Change in Control” means the occurrence of any of the circumstances described below in subparagraphs (i) through (iv) 

(i) If any “person” (except for the Company or any Subsidiary, a trustee or other entity holding securities under any employeebenefit plan of the Company or any Subsidiary, or The Coca-Cola Company, but only to the extent of its “Current Ownership”) is or becomes the “beneficial owner” directly or indirectly, of securities of the Company representingmore than 20% of the combined total voting power of the Company’s then-outstanding securities. 

As used in this definition of Change in Control, “person” is used as defined inSections 13(d) and 14(d) of the Exchange Act; “beneficial owner” is used as defined in Rule 13d-3 of the Exchange Act; and “Current Ownership” of The Coca-Cola Company means that entity’s direct and indirect beneficialownership of no more than an aggregate of 168,956,718 shares of the Company’s Stock (including shares of the Company’s Stock issuable upon the exercise, exchange or conversion of securities exercisable or exchangeable for, or convertibleinto, shares of the Company’s Stock), the aggregate number being subject to adjustment for subsequent stock splits or dividends payable in stock that are applicable to all shares of the Company’s Stock. For the avoidance of doubt, a changein the current ownership of The Coca-Cola Company (an “Ownership Change”) shall have occurred upon that entity’s becoming the beneficial owner of any additional shares of the Company’s Stock, except for 

 
 (A)the beneficial ownership of such shares occurring by reason of the adjustments described in the preceding sentence, 
 
 (B)the beneficial ownership of shares owned by another entity (not exceeding 0.10 percent of the Company’s then-outstanding Stock) upon that entity’s being acquired by TheCoca-Cola Company or a Subsidiary, provided that such shares are disposed of by The Coca-Cola Company or its Subsidiary to an unrelated third party within 30 days of their being acquired, provided, however, that if the disposition has not occurredwithin the 30-day period, the Ownership Change shall be deemed to have occurred when the beneficial ownership was first acquired; and 
 
 (C)the beneficial ownership of the Company’s Stock acquired with the prior consent of the Affiliated Transaction Committee of the Board, 
so that upon such Ownership Change, the entire beneficial ownership of The Coca-Cola Company shall be considered in determining whether The Coca-ColaCompany is the beneficial owner directly or indirectly of securities of the Company representing more than 20% of the total combined voting power of the Company’s then-outstanding securities. 

(ii) If during any period of two consecutive years, the individuals constituting the Board at the beginning of the two-year period (andany new director, except for a director designated by a person who has entered into an agreement with the Company to effect a Change in Control described in clause (i), (iii) or (iv), whose election by the Board or nomination for election bythe Company’s shareowners was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of the two-year period or whose election or nomination for election was previously soapproved) cease for any reason to constitute at least a majority of the Board. 

(iii) If the shareowners of the Companyapprove a merger, consolidation or share exchange with any other “person,” other than (A) a merger, consolidation or share exchange that would result in the voting securities of the Company outstanding immediately prior to such eventcontinuing to represent (either by remaining outstanding or being converted into voting securities of either (I) the surviving entity or (II) another entity that owns, directly or indirectly, the entire voting interest in the surviving entity(the “parent”)) more than 50% of the voting power of the voting securities of the Company or the surviving entity (or its parent) outstanding immediately after such event, or (B) a merger or consolidation effected to implement arecapitalization of the Company 

 

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in which no “person” acquires more than 30% of the combined voting power of the Company’s then-outstanding securities, then a Change inControl shall have occurred immediately prior to such merger, consolidation or share exchange. 

(iv) If the shareowners ofthe Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect). 

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions andregulations thereto. 

(h) “Committee” means not less than two members of the Human Resources and Compensation Committee of theBoard, each of whom shall be (i) a “disinterested director” within the meaning of Rule 16b-3 under the Exchange Act, unless administration of the Plan by “disinterested directors” is not then required in order for exemptionsunder Rule 16b-3 to apply to transactions under the Plan, and (ii) an “outside director” as defined under Code Section 162(m), unless the action taken pursuant to the Plan is not required to be taken by “outsidedirectors” in order to qualify for tax deductibility under Code Section 162(m). 

(i) “Covered Employee” shall have thesame meaning as “Covered Employee” under Code Section 162(m) and regulations thereunder. 

(j) “DividendEquivalents” means an amount credited under a Participant’s Restricted Stock Unit Award, which amount is equal to the dividends paid on the Stock, determined as if the Restricted Stock Unit were a share of Stock on the record date of anysuch dividend. 

(k) “Effective Date” means April 24, 2007, subject to the approval of the shareowners of the Company.

(l) “Eligible Person” means directors, Executive Officers, other officers and employees of the Company or of any Subsidiary, aswell as other persons providing key services to the Company or a Subsidiary. 

(m) “Exchange Act” means the Securities ExchangeAct of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto. 

(n) “ExecutiveOfficer” means an executive officer of the Company as defined under the Exchange Act. 

(o) “Fair Market Value” means thefair market value of Stock or other property as determined by the Committee or under procedures established by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Stock shall be the closing price of a share of Stockon the date for which the determination is made, or on the next preceding day if such date was not a trading day, as reported on the New York Stock Exchange Composite Listing reflecting composite trading as of 4:00 p.m., Eastern Time on the tradingday. 

(p) “Good Reason” means the Participant’s (i) material demotion or material diminution of duties,responsibilities and authority; (ii) material reduction in both base salary and annual incentive opportunities (except for reductions in annual incentive opportunities due to individual performance adjustments); or (iii) assignment to aposition requiring relocation of more than 50 miles from the Participant’s primary workplace (i.e., the Company’s corporate headquarters or other location, as applicable), provided that (a) the Participant does not consent to suchevent, (b) the Participant has given written notice to the Company within 60 days of the date on which the circumstances giving rise to the event initially arise, (c) the Company has one month to remedy the matter, and (d) if thematter is not remedied, the Participant actually separates from service within two years after the initial existence of the circumstances giving rise to the event. 

 

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(q) “Interest Credit” means an amount credited under a Participant’s Restricted Stock UnitAward, which amount is based on the annual rate equivalent to the weighted average prime lending rate of SunTrust Bank, Atlanta for the relevant calendar year or portion of the calendar year. 

(r) “Option” means a right, granted to a Participant under Section 6(b), to purchase Stock at a specified price during specified timeperiods. 

(s) “Participant” means a person who has been granted an Award under the Plan which remains outstanding, including aperson who is no longer an Eligible Person. 

(t) “Performance Award” means an Award, or the right to receive an Award, granted toan Eligible Person under Section 8, which Award or right shall be subject to the performance criteria specified by the Committee. 

(u)“Restricted Stock” means Stock granted to a Participant under Section 6(d), that is subject to certain restrictions and to a risk of forfeiture. 

(v) “Restricted Stock Unit” means a right, granted to a Participant under Section 6(e), to receive Stock, cash or a combination of the foregoing. 

(w) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securitiesand Exchange Commission under Section 16 of the Exchange Act or any similar law or regulation that may be a successor thereto. 

(x)“Stock” means shares of common stock, $1 par value, of the Company. 

(y) “Stock Appreciation Right” or “SAR”means a right granted to a Participant under Section 6(c). 

(z) “Subsidiary” means any corporation or other businessorganization in which the Company owns, directly or indirectly, 20% or more of the voting stock or capital or profits interest at the time of the granting of an Award under this Plan. 

3. ***Administration*****.**

(a)*Authority of the Committee.* The Plan shall be administered by the Committee**.**The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to interpret the provisions of thePlan, select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to, Awards, interpret the Plan and Award agreements and correct defects, supplyomissions or reconcile inconsistencies therein, ensure that Awards continue to qualify under Rule 16b-3, and make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Any actionof the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, its shareowners, Participants, Beneficiaries, transferees under Section 10(a) or other persons claiming rights from or through aParticipant. 

(b) *Limitation of Liability*. In addition to such other rights of indemnification as they have as directors or asmembers of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses (including, without limitation, attorneys’ fees) incurred in connection with the defense of any action, suit or proceeding,or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act in connection with the Plan or awards granted thereunder, and against all amounts paid by them in settlement (provided

 

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such settlement is approved to the extent required by and in the manner provided by the Certificate of Incorporation or Bylaws of the Company relating toindemnification of directors) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding. 

4. ***Stock Subject to Plan.***

(a)*Overall Number of Shares Available for Delivery*. Subject to adjustment as provided in Section 10(b), the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 28,000,000. Nomore than 5,000,000 shares of Stock will be available for incentive stock options within the meaning of Code Section 422. The Stock shall be made available from authorized and unissued shares or from Stock held by the Company in its treasury.

(b) *Availability of Shares Not Delivered Under Awards.* Shares of Stock subject to an Award under the Plan that is expired,forfeited, settled in cash or otherwise terminated without a delivery of shares to the Participant will again be available for Awards under the Plan. Stock received by the Company in payment upon the exercise of an Option will not be the subject ofa subsequent Award. 

5. ***Eligibility; Per-Person Award Limitations*******.**** Awards may be granted under the Planonly to Eligible Persons. Subject to adjustment as provided in Section 10(b), no Eligible Person may be granted Options and SARs under this Plan that, considered together, relate to more than 3,000,000 shares of Stock, and no Eligible Personmay be granted Restricted Stock and Restricted Stock Units under this Plan that, considered together, relate to more than 1,500,000 shares of Stock. The maximum number of shares of Stock with respect to which Options and SARs may be granted to anyEligible Person in any calendar year is 1,000,000. The maximum value of Cash Incentive Awards that can be earned in respect of any calendar year by any Eligible Person shall be $5,000,000. 

6. ***Specific Terms of Awards.***

(a) *General.* Awards may be granted on the terms and conditions set forth in this Section 6. 

(i) TheCommittee also may impose on any Award or the exercise, at the date of grant or thereafter (subject to Section 10(d)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine,including terms requiring forfeiture of Awards in the event of termination of employment by the Participant and terms permitting a Participant to make elections relating to his or her Award. 

(ii) The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Awardthat is imposed in the Award agreement, provided, however, that the Committee shall not have the discretion to accelerate or defer payment with respect to any Award that is subject to Code Section 409A if the exercise of such discretion wouldviolate Code Section 409A. 

(iii) Notwithstanding anything in this Plan to the contrary, an Option or SAR shall not begranted to an Eligible Person unless the Stock would constitute “service recipient stock” within the meaning of Treas. Reg. §1.409A-1(b)(5)(iii) with respect to such Eligible Person. 

(b) *Options.* The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions: 

(i) *Exercise Price.* The exercise price per share of Stock purchasable under an Option shall be determined by the Committee,provided that such exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant of such Option. 

 

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(ii) *Time and Method of Exercise.* Awards of Options may contain such provisions asthe Committee shall determine appropriate, including provisions related to the vesting of the Option, the times at which, or the circumstances under which, an Option may be exercised, and the methods by which such exercise price may be paid ordeemed to be paid. 

(iii) *Duration of Options.*Awards will contain a provision stating the duration of an Option,which duration may not exceed 10 years from the date of grant. 

(iv) *Character of Options*. Unless otherwise specifiedin the Award agreement, any Option issued shall be a non-statutory option. 

(v) *Options Granted to InternationalParticipants.*Options granted to an Eligible Person who is subject to the laws of a country other than the United States of America may contain terms and conditions inconsistent with the provisions of this Plan or may be granted under suchsupplemental documents, as required or appropriate under such country’s laws. 

(c) *Stock Appreciation Rights.* The Committee isauthorized to grant SARs to Eligible Persons on the following terms and conditions: 

(i) *Right to Payment.* An SARshall confer on the Participant to whom it is granted a right to receive, upon exercise, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR, which payment may besatisfied by delivery of cash or Stock. 

(ii) *Other Terms.* The Committee shall determine the terms and conditions ofany SAR, including but not limited to, the times at which and the circumstances under which an SAR may be exercised, the method of exercise, the method of settlement, and the method by which Stock, if any, will be delivered or deemed to be deliveredto Participants. 

(d) *Restricted Stock.* The Committee is authorized to grant Restricted Stock to Eligible Persons on the followingterms and conditions: 

(i) *Grant and Restrictions.* Restricted Stock shall be subject to such restrictions ontransferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goalsand/or future service requirements), and in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. 

(ii) *Right as Shareowner.* Except to the extent limited under any Award agreement relating to Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareowner, including theright to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). 

(iii) *Certificates for Stock.* Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shalldetermine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to applicable restrictions, that the Company retainphysical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. 

 

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(iv) *Dividends and Splits.* As a condition to the grant of an Award of RestrictedStock, the Committee may require that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under the Plan. Unless otherwisedetermined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stockwith respect to which such Stock or other property has been distributed. 

(e) *Restricted Stock Units.* The Committee is authorized togrant Restricted Stock Units to Eligible Persons, subject to the following terms and conditions: 

(i) *Restricted StockUnit Award*. A Restricted Stock Unit shall be recorded in a bookkeeping reserve maintained by the Company as equivalent to the Fair Market Value of a share of the Company’s Stock on the date of grant, unless otherwise determined by theCompany. 

(ii) *Grant and Restrictions.* A Restricted Stock Unit shall be subject to such risk of forfeiture and otherconditions as the Committee may impose, which restrictions may lapse, or conditions be satisfied, separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future servicerequirements), and in such installments or otherwise, as the Committee may determine at the date of grant. 

(iii)*Dividend Equivalents and Interest Credits.*As specified in the Award agreement, Dividend Equivalents and/or Interest Credits related to a Restricted Stock Unit may also be credited on behalf of a Participant and/or converted to additionalRestricted Stock Units. 

(iv) *Settlement of Restricted Stock Units and Related Interests.*Restricted Stock Unitsrepresent the right to receive Stock, cash, or a combination at the end of a specified period, as specified in the Award agreement or pursuant to the Committee’s determination. 

(f) *Cash Incentive Awards*. The Committee is authorized to grant Cash Incentive Awards to Participants subject to performance criteria in themanner described in Section 8. 

7. ***Certain Other Provisions Applicable to Awards.***

(a) *Term of Awards.* The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the termof any Option or SAR exceed a period of ten years. 

(b) *Exemptions from Section 16(b) Liability.* It is the intent of theCompany that the grant of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt under Rule 16b-3 (except for transactions acknowledged in writing to be non-exempt by suchParticipant). Accordingly, if any provision of this Plan or any Award agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, unless the Participant shall have acknowledged in writing that atransaction pursuant to such provision is to be non-exempt, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability underSection 16(b) of the Exchange Act. 

 

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(c) *Cancellation of Awards*. Unless the Award agreement specifies otherwise, the Committee maycancel any unexpired, unpaid, or deferred Awards at any time, if the Participant is not in compliance with all applicable provisions of the Award agreement and the Plan. 

8. ***Performance Awards.***

(a) *Performance Conditions.* The right of a Participant toexercise or receive a grant, settlement or payment of any Award, and the timing of such grant, settlement or payment, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteriaand other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limitedunder Section 8(b) in the case of a Performance Award intended to qualify under Code Section 162(m). The Committee may in its discretion remove the performance conditions from a Performance Award other than a Performance Award grantedunder Section 8(b) to a Covered Employee. 

(b) *Performance Awards Granted to Covered Employees and Certain Eligible Persons.* Ifthe Committee determines that a Performance Award to be granted to an Eligible Person who is or may become a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exerciseand/or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 8(b). 

(i) *Performance Goals Generally.* The performance goals for such Performance Awards shall consist of one or more business criteriaand a targeted level or levels of performance and associated maximum Award payments with respect to each of such criteria, as specified by the Committee consistent with this Section 8(b). Performance goals shall be objective and shall otherwisemeet the requirements of Code Section 162(m) and regulations thereunder (including Regulation Section 1.162-27 and successor regulations thereto). The Committee may determine that such Performance Awards shall be granted, exercised and/orsettled upon achievement of any performance goal or that more than one performance goal must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted toany one Participant or to different Participants. 

(ii) *Business Criteria.* One or more of the following businesscriteria for the Company, as defined by the Committee, on a consolidated basis, and/or for specified Subsidiaries or business units of the Company (except with respect to the total shareowner return and earnings per share criteria), shall be used bythe Committee in establishing performance goals for such Performance Awards: (1) Fair Market Value of shares of the Company’s Stock; (2) operating profit; (3) operating income; (4) sales volume of the Company’sproducts; (5) earnings per share; (6) revenues; (7) cash flow; (8) cash flow return on investment; (9) return on assets; (10) return on investment; (11) return on capital; (12) return on equity;(13) return on invested capital; (14) economic value added; (15) operating margin; (16) net income; (17) pretax earnings; (18) pretax earnings before interest; (19) depreciation and amortization; (20) pretaxoperating earnings after interest expense and before incentives, service fees, and extraordinary or special items; and (21) any of the above goals as compared to the performance of a published or special index deemed applicable by the Committeeincluding, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparator companies. 

(iii) *Performance Period; Timing for Establishing Performance Goals.* Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period, which may overlap with another performanceperiod or periods, of up to ten years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may berequired or permitted for “performance-based compensation” under Code Section 162(m). 

 

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(c) *Written Determinations.* All determinations by the Committee as to the establishment ofperformance goals, the amount of any Performance Award and as to the achievement of performance goals relating to Performance Awards under Section 8(b) shall be made in writing in the case of any Award intended to qualify under CodeSection 162(m). The Committee may not delegate any responsibility relating to such Performance Awards. 

(d) *Status ofSection 8(b) Performance Awards Under Code Section 162(m).* It is the intent of the Company that Performance Awards under Section 8(b) granted to persons who are designated by the Committee as likely to be Covered Employees withinthe meaning of Code Section 162(m) and regulations thereunder (including Regulation Section 1.162-27 and successor regulations thereto) shall, if so designated by the Committee, constitute “performance-based compensation” withinthe meaning of Code Section 162(m) and regulations thereunder. Accordingly, Sections 8(b), (c) and (d), shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. If any provision of the Planas in effect on the date of adoption or any agreements relating to Performance Awards that are designated as intended to comply with Code Section 162(m) does not comply or is inconsistent with the requirements of Code Section 162(m) orregulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements. 

9.***Change in Control.***If within 24 months after a Change in Control a Participant’s employment with the Company and its Subsidiaries is terminated by the Company without Cause or by the Participant for Good Reason, the followingprovisions shall apply unless otherwise provided in the Award agreement: 

(a) *Options and SARs*. Any Option or SAR carrying a right toexercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of termination of employment and shall remain exercisable and vested for the balance of the stated term of such Option or SAR withoutregard to the termination of employment by the Participant. 

(b) *Restricted Stock and Restricted Stock Units*. The restrictions,deferral of settlement, and forfeiture conditions applicable to any Restricted Stock or Restricted Stock Unit shall lapse and such Awards shall be deemed fully vested as of the time of the termination of employment, except to the extent of anywaiver by the Participant. 

(c) *Limitations on Company in Event of a Change in Control.*In the event of a Change in Control, theCompany shall take or cause to be taken no action, and shall undertake or permit to arise no legal or contractual obligation, that results or would result in any postponement of the issuance or delivery of Stock or payment of benefits under anyAward or the imposition of any other conditions on such issuance, delivery or payment, to the extent that such postponement or other condition would represent a greater burden on a Participant than existed on the 90th day preceding the Change inControl. 

10. ***General Provisions.***

(a) *Limits on Transferability; Beneficiaries.* Except as otherwise provided in this Section 10(a), no Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated orotherwise encumbered or subject to any lien, obligation or liability of such Participant to any party (other than the Company or a Subsidiary), or assigned or transferred by such Participant other than by will or the laws of descent and distributionupon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative. 

(i) *Transferability of Options*. Unless otherwise specified in the Award, an Option may be transferred pursuant to a domesticrelations order issued by a court of 

 

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competent jurisdiction or to an immediate family member of the Participant under such terms and conditions as may be determined, from time to time, by theCommittee. An “immediate family member” is defined as the Participant’s spouse, child, grandchild, parent or a trust established for the benefit of such family members. With respect to any Option transferred pursuant to thisSection 10(a)(i), any such Option shall be exercisable only by the designated transferee or the designated transferee’s legal representative. 

(ii) *Transferability of Restricted Stock Units*. A Participant may designate one or more Beneficiaries to receive his or her interest under the Plan that is related to Restricted Stock Units in the event of hisor her death. 

(iii) *Beneficiaries and Transferees Subject to Terms of Award*. Any Beneficiary or transferee, or otherperson claiming any rights under the Plan from or through any Participant, shall be subject to all terms and conditions of the Plan and any Award agreement applicable to such Participant, except as otherwise determined by the Committee, and to anyadditional terms and conditions deemed necessary or appropriate by the Committee. 

(b) *Adjustments.* In the event that any dividendor other distribution (whether in the form of cash, Stock, or other property), recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution orother similar corporate transaction or event results in existing holders of Stock holding stock or other securities that differ in kind, character or amount from the Stock previously held by them, the Committee shall provide such adjustments orsubstitutions with respect to the Plan and to the Awards and to any prior plan and to awards granted thereunder as are necessary and appropriate to prevent each holder of outstanding Awards or awards issued under a prior plan from experiencing asignificant increase or decrease, solely by reason of such transaction: (i) in the case of Options or similar Awards, in the holder’s then existing spread value (i.e., the difference between the exercise or grant price of the Award and thefair market value of the related Stock), (ii) in the case of Restricted Stock, Restricted Stock Units, or similar full-value Awards, in the then existing fair market value (disregarding restrictions based on future service) of the holder’sAwards and, (iii) the number and kind of shares of Stock by which annual per-person Award limitations are measured under Section 5. The actions required by the foregoing shall in no event be interpreted to result in adjustments orsubstitutions greater than those needed to provide parity of treatment between the holders of such Awards and holders of Stock. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards(including Performance Awards and performance goals related thereto) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businessesand assets) affecting the Company, any Subsidiary or any business unit, or the financial statements of the Company or any Subsidiary, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations orbusiness conditions or in view of the Committee’s assessment of the business strategy of the Company, any Subsidiary or business unit, performance of comparable organizations, economic and business conditions, personal performance of aParticipant, and any other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent that such authority or the making of such adjustment would cause Performance Awards made underSection 8(b) to otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder. 

(c) *Taxes.* The Company and any Subsidiary is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Stock, or any payroll or otherpayment to a Participant, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company andParticipants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. However, this authority shall not include withholding of taxes above the statutorily required withholding amounts where suchexcess withholding would result in an earnings charge to the Company under U.S. Generally Accepted Accounting Principles. 

 

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(d) *Changes to the Plan and Awards.* The Board or the Committee may amend, alter, suspend,discontinue or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of shareowners or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of theCompany’s shareowners not later than the annual meeting next following such Board action if such shareowner approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on whichthe Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to the Plan to shareowners for approval. Notwithstanding the foregoing, no such action may materially and adversely affectthe rights of such Participant under any previously granted and outstanding Award, without the consent of an affected Participant. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Awardtheretofore granted and any Award agreement relating thereto, except as otherwise provided in the Plan; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of suchParticipant under such Award. 

(e) *Limitation on Rights Conferred Under Plan.* Neither the Plan nor any action taken hereunder shallbe construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a Subsidiary, (ii) interfering in any way with the right of the Companyor a Subsidiary to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated uniformly withother Participants or employees, or (iv) except as provided in Section 6(d)(ii), conferring on a Participant any of the rights of a shareowner of the Company unless and until the Participant is duly issued or transferred shares of Stock inaccordance with the terms of an Award. 

(f) *Unfunded Status of Awards; Creation of Trusts.* The Plan is intended to constitute an“unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant anyrights that are greater than those of a general creditor of the Company; provided that the Committee may authorize the creation of trusts and deposit therein cash, Stock, other Awards or other property, or make other arrangements to meet theCompany’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines. The trustee of such trusts may be authorized to dispose oftrust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable law. 

(g) *Payments in the Event of Forfeitures; Fractional Shares.* Unless otherwise determined by the Committee, in the event of a forfeiture of anAward with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of such cash or other consideration. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award.The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 

(h) *Governing Law.* The validity, construction and effect of the Plan, any rules and regulations under the Plan, and any Award agreement shall bedetermined in accordance with Georgia law, without giving effect to principles of conflicts of laws, and applicable federal law. 

(i)*Code Section 409A*. This Plan and the Awards are generally not intended to be subject to Code Section 409A. To the extent this Plan or the Awards are subject to Section 409A, the Plan and Awards are intended to comply with CodeSection 409A and shall be interpreted and operated accordingly. If this Plan or any Award is subject to Code Section 409A, the Committee reserves the authority to amend this Plan or any Award as necessary to comply with CodeSection 409A or to ensure that Code Section 409A does not apply to the Plan or the Award. 

 

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