EXECUTIVE MANAGEMENT INCENTIVE PLAN
(Effective January 1, 2002)
Section 1. Purpose.
The purpose of the Executive Management Incentive Plan (the “Plan”) is to advance the interest of Coca-Cola
Enterprises Inc. (the “Company”) by providing senior officers of the Company with incentive to assist the Company in
meeting and exceeding its business goals.
Section 2. Administration.
The Plan shall be administered by a Compensation Committee (the “Committee”) appointed by the Board of
Directors of the Company (the “Board”) from among its members and shall be comprised of not fewer than two
members who shall be “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986,
as amended (the “Internal Revenue Code”), and the regulations thereunder.
The Committee may, subject to the provisions of the Plan, establish such rules and regulations or take such
action as it deems necessary or advisable for the proper administration of the Plan. Each interpretation made or
action taken pursuant to the Plan shall be final and conclusive for all purposes and binding upon all persons,
including, but not limited to, the Company, the Committee, the Board, the affected Participants (as defined in Section
3), and their respective successors in interest.
Subject to the Certificate of Incorporation, the Bylaws and applicable law, in addition to such other rights of
indemnification as they have as directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against reasonable expenses (including, but not limited to, 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, and against all
amounts paid by them in settlement thereof (provided such settlement is approved to the extent required by and in the