SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – April 29, 2010

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-1865271
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

(610) 660-7817

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 29, 2010, as part of the annual grants of equity awards made to directors under the Company’s 2007 Stock Incentive Plan (the “Plan”), the Compensation Committee of the Board of Directors of the Company granted to Mr. William V. Carey, President and Chief Executive Officer of the Company and Chairman of the Company’s Board of Directors, effective on the date of his reelection as Chairman of the Board of Directors pursuant to the Plan a nonqualified stock option to purchase 5,000 shares of the Company’s common stock, par value $0.01, of the Company (“Common Stock”), which options will vest over two years following the grant date.

In addition, for service as Chairman of the Board of Directors, Mr. Carey was granted a nonqualified stock option to purchase 20,000 shares of Common Stock. Mr. Carey had the right to elect receive an option to purchase shares or an amount of restricted shares equal to one-third of the shares subject to such options, or a combination thereof, and elected to receive an option to purchase shares. In addition to the vesting requirements set forth in the Plan, one-half of such options will vest over two years following the grant date. The other half of the options will vest in three annual installments based on the level of achievement of certain performance goals for the 2010, 2011 and 2012 fiscal years (the “Performance Goals”), which will be established based on projections to be agreed to by the Company’s Board of Directors. The vesting for one-half of the Performance-Based Awards will be determined based on the achievement of Performance Goals relating to the Company’s comparable earnings per share and the vesting for the other half of the Performance-Based Awards will be determined based on the achievement of Performance Goals relating to the Company’s ratio of net debt to earnings before interest, taxes, depreciation and amortization (“EBITDA”).

Any vesting of the Performance-Based Awards will be pro rated according to the Company’s actual performance for the respective fiscal year relative to the Performance Goals, as measured upon receipt of final audited financials and an audit opinion. Underachievement of the Performance Goals (ranging from 70%-99%) will result in the vesting of a proportional amount of the Performance-Based Awards, with the difference to be forfeited by Mr. Carey. Overachievement of the Performance Goals (ranging from 101-150%) will result in the granting of additional stock options. In addition to the termination and forfeiture requirements set forth in the Plan, in the event Mr. Carey’s employment is terminated, any unvested stock options will be terminated and any vested stock options will remain exercisable for six months thereafter, subject to extension at the discretion of the Compensation Committee.

In general, with respect to the Performance Goals for each fiscal year, (i) comparable earnings per share will determined by adjusting fully diluted earnings per share (calculated in accordance with GAAP) for any gains or losses incurred as a result of any non-cash or non-recurring items that do not reflect core underlying business performance, such as unrealized foreign exchange gains or losses or expensed acquisition-related costs (collectively, “Comparable Items”), such Comparable Items to be the same as those reported by the Company in a press release regarding the calculation of comparable earnings per share; and (ii) ratio of net debt to EBITDA will be determined by taking the sum, as of December 31 of each fiscal year, of total interest bearing debt (including bank debt and bonds), plus the present value of any deferred consideration treated as a liability for GAAP purposes, less any cash and cash equivalents and dividing such sum by operating profit adjusted for any depreciation or amortization, pro forma

operating profit of any entities that were either not consolidated with or disposed of by the Company during such fiscal year, pro forma depreciation and amortization of any entities not consolidated by the Company during such fiscal year and any Comparable Items.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Christopher Biedermann
	Christopher Biedermann
	Vice President, Chief Financial Officer

Date: May 5, 2010