Coca-Cola Enterprises Inc.
LONG-TERM INCENTIVE PLAN
(EFFECTIVE JANUARY 1, 1999)
SECTION 1. PURPOSE
The purpose of the Long-Term Incentive Plan (the “ Plan”) is to advance the interest of Coca-Cola
Enterprises Inc. (the “Company”) by providing key management and sales employees 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 determination made or
action taken pursuant to the Plan, including interpretation of the Plan, shall be final and conclusive for all purposes
and upon all persons, including, but not limited to, the Company, the Committee, the Board, officers, the affected
Participants (as defined in Section 3), and their respective successors in interest.
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 manner provided by the Certificate o