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EXHIBIT 10.8
COCA-COLA ENTERPRISES INC.
RESTRICTED STOCK AWARD TAX WITHHOLDING AGREEMENT
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Name of Share Owner
Please indicate the arrangement by which you wish to satisfy
the tax obligation with respect to the portion of your 1995 restricted stock
grant that vested on April 17, 1995.
You may elect more than one method of satisfying your tax
obligations, but the amounts indicated for the options you elect must equal the
amount of your total tax obligation of $----------------.
You should return one copy of this Restricted Stock Award Tax
Withholding Agreement ("Agreement") no later than May 8, 1995, along with any
payment you are making at this time, in the self-addressed, stamped envelope
provided to you. You should retain one copy of the completed Agreement for
your records. Note: Any payments you make to the Company after this Agreement
is returned must be made to your local payroll department.
---- I have enclosed a check, with this Agreement, in the
amount of $------------ made payable to Coca-Cola
Enterprises Inc., as payment for federal, state, FICA
and Medicare taxes that have been paid by the Company
on my behalf.
---- I elect to accept a loan* from the Company and
authorize the Company to make deductions from my
paychecks, in equal installments, beginning in
---------, 19--- and ending in -----------, 19---,
but, in no event, shall extend past April 15th of the
calendar year following the date on which this
Agreement is executed. The aggregate amount of the
loan to be subject to repayment by payroll deduction
shall be $------------, as satisfaction of my tax
obligation. If my employment with the Company
terminates prior to the full repayment of this loan,
the outstanding balance will become due and payable
to my local payroll department on the actual date of
my termination.
---- I elect to accept a loan* from the Company in the
amount of $-------- and agree to repay the Company
the full balance of this amount in a lump sum no
later than April 15th of the calendar year following
the date on which this Agreement is executed. I will
make all payments with respect to this loan to my
local payroll department. If my employment with the
Company terminates prior to the full repayment of
this loan, the outstanding balance will become due on
the actual date of my termination.
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Signature Date
__________________________________
*This loan is interest-free. However, if the employee to which this loan
is made currently has an outstanding balance on one or more loans from the
Company and this loan is not repaid within 30 days of the date of this
Agreement, the employee will realize income equal to an interest rate required
by the Internal Revenue Service on the aggregate balance of such loan(s), if
the loan(s) exceed(s) $10,000.
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COCA-COLA ENTERPRISES INC.
TO:
DATE:
Congratulations! We are pleased to advise you that, due to the recent
performance of the shares of the common stock of Coca-Cola Enterprises Inc.
(the "Company"), the increase in the fair market value required for
restrictions to be removed from 20% of your 1995 restricted stock award has
been achieved. The 1995 Restricted Stock Award Plan (the "Plan") was approved
by the Share Owners on April 17, 1995; therefore, as of that date 20% of your
1995 award is "vested." This means that you will have all rights of ownership
in those shares of stock, including the right to transfer them. You will, of
course, continue to receive any dividends on and to retain voting rights with
respect to your shares of stock. The vesting of these shares of stock is
evidence that your daily efforts contribute to the Company's consistent growth
and financial performance.
As explained in the materials on tax consequences that accompanied your 1995
Stock Grant Agreement, restricted stock is subject to federal and state
taxation on the value of the stock at the time it vests. The Company was
required to pay these taxes within one business day of the date your stock
vested, so you must, either promptly repay the Company to satisfy your tax
obligations or make arrangements with the Company regarding such repayment.
The total amount of taxes that were withheld with respect to the vesting of
your shares of stock is $----------------. This amount includes federal
income, FICA, and Medicare taxes and, if you are a resident of a state that has
a state income tax, your state taxes.
To assist you in satisfying your tax obligations, the Company is offering you
several alternative arrangements under the enclosed Restricted Stock Award Tax
Withholding Agreement (the "Agreement").
* You may simply provide a check to the Company for the full
amount of your taxes.
* You may accept an interest-free loan from the Company for the
full amount of your taxes by completing the enclosed Agreement
and indicating by your signature that you agree to repay the
loan, in full, as of April 15, 1996. As your method of
repayment:
- You may elect to repay the amount of your loan in a
single payment by providing a check to your local
payroll department.
- You may elect to have equal monthly installments
deducted from your paychecks over the number of months
you specify in the Agreement.
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* You may elect to use a combination of these repayment methods
by indicating the amounts you wish to have subject to each
election you make.
Although this loan from the Company is available to you interest-free, your
acceptance of the loan may, in certain circumstances, cause you to realize
income. Unless you repay this loan within 30 days, you will have income
"imputed" to you in an amount equal to a rate of interest required by the
Internal Revenue Service to the extent that this loan or the total of all that
you currently have through the Company exceeds $10,000. Your W-2 will reflect
this imputed income for any tax year it is required to be included in your
gross income.
The certificate representing your vested shares of Company stock will be
delivered to you in a few days. This certificate is a negotiable instrument,
and consideration should be given to its safekeeping. Suggestions for
safekeeping your certificate include: (1) depositing it in a personal safe
deposit box; (2) returning it to First Chicago Trust Company, the transfer
agent for CCE common stock, to hold the certificate on your behalf; or (3)
using the services of Trust Company Bank or your personal bank or broker to
safeguard the certificate. For more information on safekeeping your
certificate and any fees that may be associated with these alternatives, you
may contact Xxxxxx Xxxxx in Share-Owner Relations at (000)000-0000.
If you have questions about the tax consequences associated with the vesting of
your restricted stock, you should consult your personal tax or financial
advisor. If you have any questions regarding your 1995 restricted stock award
or the repayment of your tax obligations, please call Xxxxxx Xxxxxx in
Corporate Human Resources at (000) 000-0000.
Xxxxxxxxxxx X. Xxxxxxxx, Xx.
