EXHIBIT
99.1
THE
COCA-COLA COMPANY
1999
STOCK OPTION PLAN
STOCK
OPTION AGREEMENT
Merrill
Lynch Account Number:
The
Coca-Cola Company ("KO") hereby grants to the optionee named below options
to
purchase KO common stock at the price per share set forth below, subject to
the
provisions of this Agreement together with the provisions of The Coca-Cola
Company 1999 Stock Option Plan (the "Plan"):
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number
of options granted, each for one share of KO common stock
:
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option
exercise price per share
:
$
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Capitalized
terms not otherwise defined in this Agreement shall have the meaning provided
in
the Plan. The Plan is incorporated into, and made a part of, this
Agreement.
1.
When
options can be exercised
.
(a)
General
provisions
.
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(i)
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No
option may be exercised until it has
vested.
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(ii)
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No
option shall vest prior to the first anniversary of the grant date,
except
in the event of a Change in Control,
death
or Disability.
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(iii)
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The
Plan describes the impact upon vesting and the expiration of options
of
the following events: death,
Disability,
Retirement, Change in Control, various types of leaves of absence,
termination of employment,
change
in KO's investment in the optionee's employer which results in the
employer no longer meeting the
definition
of a Related Company under the Plan, and transfer of employment to
a
Related Company.
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(iv)
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Once
an option has vested, it may be exercised until it expires. Unless
otherwise provided in the Plan or in this
Agreement,
the options expire on the option expiration date noted above. For
individuals located in France, the
options
will expire on the earlier of: (a) six months after the date of the
optionee’s death, and (b) the option
expiration
date noted above.
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(v)
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Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the
event of the optionee’s
violation
of Section 4 below, the options will expire immediately at the time
of
such violation.
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(b)
Specific
provisions
.
Except
as
otherwise provided in the Plan or in this Agreement, one fourth of the number
of
options covered by this Agreement shall vest on the first, second, third and
fourth anniversaries of the grant date.
2.
How
to
exercise the options
.
In
order
to exercise an option, it must be vested and must not have expired, and the
optionee must do the following:
(a)
Pay
the option exercise price
.
The
optionee must pay the option exercise price. The optionee shall be informed
of
the acceptable form and method of payment at or before the time the optionee
informs KO of his or her intention to exercise the option. The acceptable forms
and methods of payment of the option exercise price may include payment in
cash,
pursuant to a cashless exercise authorized by KO, or by delivery, through
attestation, of shares of KO common stock owned by the optionee. Not all forms
and methods of payment are available in every country. The value of the shares
delivered to pay the option exercise price shall be computed on the basis of
the
most recent reported market price at which a share of KO common stock shall
have
been sold prior to the time of processing the optionee's election to deliver
shares in payment of the option exercise price, as reported on the New York
Stock Exchange Composite Transactions listing.
(b)
Complete all paperwork.
The optionee must complete, sign and
return any paperwork required by KO or by Merrill Lynch, Pierce, Fenner &
Smith ("Merrill Lynch"), or such other agent as may administer the option
program on behalf of KO from time to time.
(c)
Pay
applicable taxes and fees
.
The
options are not intended to be, and shall not be treated as, incentive stock
options, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended.
The optionee must satisfy any tax withholding requirements regarding any
applicable taxes. If the optionee is a U.S. taxpayer, he or she may elect to
satisfy Federal, state and local income tax liabilities due by reason of the
exercise by having shares of KO common stock withheld. The value of withheld
shares shall be computed as described in paragraph 2(a) above.
The optionee
agrees
that, should KO or any Related Company in its reasonable judgment determine
that
tax
withholding
is
required upon exercise of the options, and if the optionee has not satisfied
such tax obligation(s),
then KO may instruct Merrill Lynch to withhold and/or sell shares of KO common
stock acquired by the optionee
upon exercise of his or her options, or KO may deduct funds equal to the amount
of withholding tax (such amount
to be determined by KO) from the optionee's salary or other funds due to the
optionee from KO.
Irrespective of KO’s or a Majority Owned Related Company’s action or inaction
with respect to taxes or tax withholding, the optionee acknowledges and agrees
that the ultimate liability for any and all taxes is and remains the
responsibility and liability of the optionee or the optionee’s estate. For
optionees who are International Service Associates, all taxes remain the
optionee’s responsibility, except as expressly provided in KO’s International
Service Policy and/or tax equalization program. Optionee acknowledges that
KO
and any Related Company (i) make no representations or undertaking regarding
the
amount or timing of any taxes, and (ii) do not commit to structure the terms
of
the option or any aspect of the transfer of the shares to reduce or eliminate
the optionee's liability for taxes.
The
optionee agrees to pay to Merrill Lynch any costs associated with the sale
of
shares of KO common stock acquired upon exercise of the options (whether such
shares are sold to pay the option exercise price, to satisfy tax withholding
requirements or for other reasons).
For
employees in Switzerland, the optionee agrees that the taxation of the options
will occur at the time the options are exercised.
(d)
Right
of set-off
.
By
accepting this Agreement, the optionee agrees that, should KO or any Related
Company in its reasonable judgment determine that optionee owes KO, any Related
Company or any affiliate any amount due to any loan, note, obligation or
indebtedness, including but not limited to amounts owed to KO pursuant to KO’s
tax equalization program or KO’s policies with respect to travel and business
expenses, and if the optionee has not satisfied such obligation(s), then KO
may
instruct Merrill Lynch to withhold and/or sell shares of KO common stock
acquired by the optionee upon exercise of his or her options, or KO may deduct
funds equal to the amount of such obligation from the optionee's salary or
other
funds due to the optionee from KO.
(e)
Comply
with additional restrictions
.
The
optionee agrees that the Committee, or its designee, may, in the exercise of
its
sole and absolute discretion at or before the time the optionee informs KO
of
his or her intention to exercise the option, establish any additional conditions
or restrictions with respect to the exercise of the option, including, but
not
limited to, restrictions on the acceptable form or method of payment of the
option exercise price and restrictions for
failing
to promptly submit to KO, any Related Company or any affiliate thereof, a tax
organizer, or such other tax-related documents reasonably requested by KO or
optionee’s employer, pursuant to KO’s tax equalization program (if optionee is a
participant in such program). The optionee shall be informed of such
restrictions. The optionee agrees to comply with any such additional conditions
or restrictions.
3.
Options
are not transferable
.
The
optionee may not transfer the options; provided that upon the optionee's
death
the
options may be transferred by will or by the laws of descent and distribution.
During the lifetime of the optionee, the
options shall be exercisable only by the optionee personally or, in the event
of
the optionee's Disability if a legal
representative has been appointed to act on behalf of the optionee, then by
the
optionee's legal representative.
4.
Forfeiture
of options and option gain
.
In
the
event optionee shall engage in a “Prohibited Activity” (as defined
on
Schedule A hereto), at any time during the term of the options, or within
one year after termination of optionee’s
employment from KO or any Related Company, or within one year after exercise
of
all or any portion of the options,
whichever occurs latest, this option shall be rescinded and, if applicable,
any
gain associated with any exercise of this
option shall be forfeited and repaid to KO. Accordingly, if the optionee engages
in a Prohibited Activity, then:
(a)
as of the date that the optionee participates in such Prohibited Activity,
all
unexercised portions of this option immediately and automatically shall
terminate, be forfeited, and shall cease to be exercisable (unless such option
has been terminated sooner by operation of another term or condition of the
Plan
or this Agreement); and
(b)
within ten days after receiving from KO written notice of the termination of
this option, the optionee shall pay to KO any and all gains associated with
the
exercise of all or any portion of this option, plus interest calculated from
the
time of such notice through the date of repayment to KO. The gain associated
with the exercise of any portion of this option shall be the closing price
per
share on the date of the exercise thereof, as reported on the New York Stock
Exchange Composite Transactions listing, less the option exercise price per
share shown above, multiplied by the number of options exercised. Interest
shall
be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
Optionee
may be released from the effects of this Section 4 if the Committee determines
in its sole discretion that such
action
is
in the best
interest
of KO and its stockholders.
Optionee
expressly acknowledges and affirms that the foregoing provisions of this Section
4 are material and important terms of this Agreement, and optionee expressly
agrees that if all or any part or application of the foregoing provisions of
this Section 4 are held or determined to be invalid or unenforceable for any
reason whatsoever by a court of competent jurisdiction in an action between
optionee and KO, KO shall be entitled to receive from optionee, in exchange
for
the exercise price per share shown above, all shares of KO common stock acquired
by optionee upon exercise of any portion of the option and held by optionee.
If
optionee has sold, transferred or otherwise disposed of any shares of KO common
stock acquired by optionee upon exercise of any portion of the option, KO shall
be entitled to receive from optionee the gain associated with such sale,
transfer or disposal, plus interest calculated through the date of payment
to
KO. The gain associated with the sale, transfer or other disposal of any share
of KO common stock acquired by optionee upon exercise of any portion of the
option shall be the closing price per share on the date of such sale, transfer
or disposal, as reported on the New York Stock Exchange Composite Transactions
listing, less the option exercise price per share shown above, multiplied by
the
number of shares of KO common stock sold, transferred or disposed of. Interest
shall be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
5.
Notices
.
Each
notice relating to the option or its exercise shall be in writing. Requests
and
other notices regarding the
exercise of options shall be delivered (whether by overnight delivery or by
mail) as follows:
Merrill
Lynch, Pierce, Fenner & Smith at Merrill Lynch Group Employee
Services
Attention:
The Coca-Cola Company Stock Option Plan Unit
1400
Merrill Lynch Drive
Mail
Stop
04-BS-PRO
Pennington,
New Jersey 08534, USA
All
notices to KO shall be addressed as follows:
Director,
Executive Compensation
The
Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313, USA
All
notices to the optionee shall be addressed to the principal address of the
optionee on file with KO. Either KO or the
optionee
may designate a different address by written notice to the other. Written notice
to these addresses shall be
effective
to bind KO, the optionee and the optionee's successors and assigns.
6.
Administrative
matters
.
The
optionee hereby agrees that the Committee may, subject to the provisions of
the
Plan,
establish such rules and regulations as it deems necessary or advisable for
the
proper administration of the Plan, and may
make determinations and may take such other action in connection with or in
relation to the Plan as it deems necessary or
advisable. Each determination or other action made or taken pursuant to the
Plan, including interpretation of the Plan and
the specific conditions and provisions of this Agreement and the options, shall
be final and conclusive for all purposes
and upon all persons including, but without limitation, KO, the Related
Companies, the Committee, the KO Board of
Directors, officers and the affected employees of KO, and the optionees and
their respective successors in interest.
When the issuance or transfer of KO common stock pursuant to the exercise of
an
option may, in the opinion of KO,
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having
jurisdiction,
KO
reserves the right to refuse to issue or transfer that KO common
stock.
7.
Consent
for accumulation and transfer of data
.
The
optionee consents to the accumulation and transfer of data concerning
him or her and the options to and from KO and Merrill Lynch, or such other
agent
as may administer the option program
on behalf of KO from time to time. In addition, the optionee understands that
KO
holds certain personal information about
the optionee, including but not limited to his or her name, home address,
telephone number, date of birth, social security
number,
salary, nationality, job title, and details of all options awarded, vested,
unvested, or expired (the “personal data”).
Certain personal data may also constitute “sensitive personal data” within the
meaning of applicable local law. Such data
include
but are not limited to the information provided above and any changes thereto
and other appropriate personal and
financial data about the optionee. The optionee hereby provides explicit consent
to KO to process any such personal
data and sensitive personal data. The optionee also hereby provides explicit
consent to KO to transfer any such personal
data and sensitive personal data outside the country in which the optionee
is
employed, and to the United States. The
legal persons for whom such personal data are intended are KO, Merrill Lynch
and
any company providing services to KO
in connection with compensation planning purposes or the administration of
the
Plan.
8.
Additional
consents
.
The
optionee consents and acknowledges that:
(a)
the
Plan
is discretionary in nature, and KO can amend, cancel or terminate it at any
time;
(b)
the
grant
of options under the Plan is voluntary and occasional and does not create any
contractual or other right to receive future grants of any options, or benefits
in lieu of any options, even if options have been granted repeatedly in the
past;
(c)
all
determinations with respect to any such future awards, including, but not
limited to, the times when options shall be granted, the option price, and
the
time or times when each right shall be exercisable, will be at the sole
discretion of the Committee;
(d)
participation
in the Plan is voluntary and may be occasional;
(e)
the
value
of the options is an extraordinary item of compensation, which is outside the
scope of the optionee’s employment contract, if any;
(f)
the
options or any income derived therefrom are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any termination, severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, life or accident insurance benefits,
pension or retirement benefits or similar payments;
(g)
except
as
is otherwise explicitly provided in this Agreement and the Plan, non-vested
options are forfeited immediately following termination of employment for any
reason, and vested options expire the earlier of: a) six months following
termination of employment for any reason, and b) the expiration date noted
in
the option;
(h)
in
the
event of involuntary termination of the optionee’s employment, the optionee’s
eligibility to receive options under the Plan, if any, will terminate effective
as of the date that the optionee is no longer actively employed regardless
of
any reasonable notice period mandated under local law; furthermore, in the
event
of involuntary termination of employment, the optionee’s ability to exercise
options under the Plan will be measured by the date of termination of the
optionee’s active employment pursuant to the terms of the Plan and will not be
extended by any reasonable notice period mandated under local law;
(i)
the
future value of the shares purchased under the Plan is unknown and cannot be
predicted with certainty;
(j)
(for
individuals other than employees of KO) the options have been granted to the
optionee in his or her status as an employee of his or her employer and can
in
no event be understood or interpreted to mean that KO is his or her employer
or
that he or she has an employment relationship with KO;
(k)
no
claim
or entitlement to compensation or damages arises from the termination of the
options or diminution in value of the options or shares purchased under the
Plan, and the optionee irrevocably releases KO and his or her employer, if
different from KO, from any such claim that may arise;
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(l)
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participation
in the Plan shall not create a right to further employment with the
optionee’s employer and shall not
interfere
with the ability of the optionee’s employer to terminate the optionee’s
employment relationship at any time,
with
or without cause;
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(m)
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the
terms of the optionee’s employment with KO do not include the grant of
stock options; and
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(n)
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if
all or any part or application of the provisions of this Agreement
are
held or determined to be invalid or unenforceable
for
any reason whatsoever by a court of competent jurisdiction in an
action
between optionee and KO, each and all of
the
other provisions of this Agreement shall remain in full force and
effect.
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9.
Governing
law
.
This
Agreement has been made in and shall be construed under and in accordance with
the
laws
of the State
of Georgia, USA.
10.
Headings
.
Paragraph headings are included for convenience and shall not affect the meaning
or interpretation
of
this
Agreement.
THE
COCA-COLA COMPANY
By:
The Committee
Authorized
Signature
Using
the Merrill Lynch voice response system or other available means, the optionee
must accept the above options to purchase shares of KO common stock in
accordance with and subject to the terms and conditions of this Agreement and
the Plan, acknowledge that he or she has read this Agreement and the Plan,
and
agree to be bound by this Agreement, the Plan and the actions of the Committee.
If he or she does not do so prior to [ ], then KO may declare the option grant
null and void at any time. Also, in the unfortunate event that death occurs
before this Agreement has been accepted, this option grant will be voided,
which
means the options will terminate automatically and cannot be transferred to
the
optionee's heirs pursuant to the optionee's will or the laws of descent and
distribution.
Schedule
A
Prohibited
Activities
For
purposes of this Agreement, the term “Prohibited Activity” shall include any and
all of the following:
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(a)
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Non-Disparagement
-
making any statement, written or verbal, in any forum or media, or
taking
any action in
disparagement
of
KO or any Related Company or affiliate thereof, including but not
limited
to negative references
to
KO or its products,
services,
corporate policies, or current or former officers or employees, customers,
suppliers,
or
business partners or associates;
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(b)
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No
Publicity
-
publishing any opinion, fact, or material, delivering any lecture
or
address, participating in the making
of
any
film, radio broadcast or television transmission, or communicating
with
any representative of the media relating
to
confidential
matters regarding the business or affairs of KO which optionee was
involved with during optionee’s
employment;
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(c)
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Non-Disclosure
of Trade Secrets -
failure
to hold in confidence all Trade Secrets of KO that came into optionee’s
knowledge
during
optionee’s employment by KO or any Related Company, or disclosing,
publishing, or making use
of
at any time such
Trade
Secrets, where the term "Trade Secret" means any technical or
non-technical data,
formula,
pattern, compilation,
program,
device, method, technique, drawing, process, financial data, financial
plan,
product
plan, list of actual or
potential
customers or suppliers or other information similar to any of the
foregoing,
which
(i) derives economic value,
actual
or potential, from not being generally known to and not being readily
ascertainable
by proper means by, other
persons
who can derive economic value from its disclosure or use, and
(ii)
is the subject of efforts that are reasonable
under
the circumstances to maintain its
secrecy;
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(d)
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Non-Disclosure
of Confidential Information -
failure
to hold in confidence all Confidential Information of KO that
came
into
optionee’s knowledge during optionee’s employment by KO or any Related
Company, or disclosing,
publishing,
or
making
use of such Confidential Information, where the term "Confidential
Information"
means
any data or information,
other
than Trade Secrets, that is valuable to KO and not generally known
to
the
public or to competitors of KO;
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(e)
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Return
of Materials -
failure
of optionee, in the event of optionee’s termination of employment for any
reason,
promptly
to
deliver
to KO all memoranda, notes, records, manuals or other documents,
including
all copies of such
materials
and
all documentation prepared or produced in connection therewith, containing
Trade Secrets or
Confidential
Information
regarding
KO's business, whether made or compiled by optionee or furnished
to
optionee
by virtue of optionee’s
employment
with KO or a Related Company, or failure promptly to deliver to
KO
all vehicles, computers, credit cards,
telephones,
handheld electronic devices, office equipment, and other
property
furnished to optionee by virtue of
optionee’s
employment with KO or a Related
Company;
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(f)
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Non-Compete
-
rendering
services for any organization which, or engaging directly or indirectly
in
any business
which,
in
the
sole judgment of the Committee or the Chief Executive Officer of
KO or any
senior officer designated by
the
Committee,
is
or becomes competitive with KO;
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(g)
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Non-Solicitation
-
for the first year following termination of employment, soliciting
or
attempting to solicit for
employment
for
or on behalf of any corporation, partnership, or other business entity
any
employee of the Company
with
whom
optionee
had professional interaction during the last twelve months of optionee’s
employment with KO; or
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(h)
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Violation
of KO Policies -
violating any written policies of KO or optionee’s employer applicable to
optionee,
including
without limitation, KO’s insider trading
policy.
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Nothing
in this Agreement is intended to or shall be interpreted as diminishing or
otherwise limiting KO’s right under applicable state law or any prior agreement
I have signed or made with KO regarding trade secrets, confidential information,
or intellectual property.
EXHIBIT
99.2
THE
COCA-COLA COMPANY
1999
STOCK OPTION PLAN
STOCK
OPTION AGREEMENT
Merrill
Lynch Account Number:
The
Coca-Cola Company ("KO") hereby grants to the optionee named below options
to
purchase KO common stock at the price per share set forth below, subject
to the
provisions of this Agreement together with the provisions of
The
Coca-Cola Company 1999 Stock Option Plan (the "Plan"):
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number
of options granted, each for one share of KO common stock
:
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option
exercise price per share
:
$
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Capitalized
terms not otherwise defined in this Agreement shall have the meaning provided
in
the Plan. The Plan is incorporated into, and made a part of, this
Agreement.
1.
When
options can be exercised
.
(a)
General
provisions
.
(i)
No
option
may be exercised until it has vested.
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(ii)
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No
option shall vest prior to the first anniversary of the grant date,
except
in the event of a Change in Control, death or Disability, or as
described
in Section 1(a)(vi).
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(iii)
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The
Plan describes the impact upon vesting and the expiration of options
of
the following events: death, Disability, Retirement, Change in
Control,
various types of leaves of absence, termination of employment,
change in
KO's investment in the optionee's employer which results in the
employer
no longer meeting the definition of a Related Company under the
Plan, and
transfer of employment to a Related Company.
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(iv)
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Once
an option has vested, it may be exercised until it expires. Unless
otherwise provided in the Plan or in this Agreement, the options
expire on
the option expiration date noted above. For individuals located in
France,
the options will expire on the earlier of: (a) six months after the
date
of the optionee’s death, and (b) the option expiration date noted above.
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(v)
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Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the
event of the optionee’s violation of Section 4 below, the options will
expire immediately at the time of such violation.
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(vi)
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Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the
event of the optionee’s Retirement all options will vest. Any portion(s)
of the option which is not vested as of the effective date of the
optionee’s Retirement will become immediately vested but will become
exercisable only following the date(s) on which such portion(s) would
have
become vested pursuant to the Plan and this Agreement had the optionee
not
retired and had continued active employment with KO. Such accelerated
portions(s) shall remain exercisable until the option expires. Any
portion(s) of the option which is vested prior to the effective date
of
the optionee’s Retirement will remain available for immediate exercise
until the option expires.
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(b)
Specific
provisions
.
Except
as
otherwise provided in the Plan or in this Agreement, one fourth of the number
of
options covered by this Agreement shall vest on the first, second, third
and
fourth anniversaries of the grant date.
2.
How
to
exercise the options
.
In
order
to exercise an option, it must be vested and must not have expired, and the
optionee must do the
following:
(a)
Pay
the option exercise price
.
The
optionee must pay the option exercise price. The optionee shall be informed
of
the acceptable form and method of payment at or before the time the optionee
informs KO of his or her intention to exercise the option. The acceptable
forms
and methods of payment of the option exercise price may include payment in
cash,
pursuant to a cashless exercise authorized by KO, or by delivery, through
attestation, of shares of KO common stock owned by the optionee. Not all
forms
and methods of payment are available in every country. The value of the shares
delivered to pay the option exercise price shall be computed on the basis
of the
most recent reported market price at which a share of KO common stock shall
have
been sold prior to the time of processing the optionee's election to deliver
shares in payment of the option price, as reported on the New York Stock
Exchange Composite Transactions listing.
(b)
Complete all paperwork.
The
optionee must complete, sign and return any paperwork required by KO or by
Merrill Lynch, Pierce, Fenner & Smith ("Merrill Lynch"), or such other agent
as may administer the option program on behalf of KO from time to
time.
(c)
Pay
applicable taxes and fees
.
The
options are not intended to be, and shall not be treated as, incentive stock
options, as defined in Section 422 of the Internal Revenue Code of 1986,
as
amended.
The optionee must satisfy any tax withholding requirements regarding any
applicable taxes. If the optionee is a U.S. taxpayer, he or she may elect
to
satisfy Federal, state and local income tax liabilities due by reason of
the
exercise by having shares of KO common stock withheld. The value of withheld
shares shall be computed as described in paragraph 2(a) above.
The optionee agrees that, should KO or any Related Company in its reasonable
judgment determine that tax withholding is required upon exercise of the
options, and if the optionee has not satisfied such tax obligation(s), then
KO
may instruct Merrill Lynch to withhold and/or sell shares of KO common stock
acquired by the optionee upon exercise of his or her options, or KO may deduct
funds equal to the amount of withholding tax (such amount to be determined
by
KO) from the optionee's salary or other funds due to the optionee from
KO.
Irrespective
of KO’s or a Majority Owned Related Company’s action or inaction with respect to
taxes or tax withholding, the optionee acknowledges and agrees that the ultimate
liability for any and all taxes is and remains the responsibility and liability
of the optionee or the optionee’s estate. For optionees who are International
Service Associates, all taxes remain the optionee’s responsibility, except as
expressly provided in KO’s International Service Policy and/or tax equalization
program. Optionee acknowledges that KO and any Related Company (i) make no
representations or undertaking regarding the amount or timing of any taxes,
and
(ii) do not commit to structure the terms of the option or any aspect of
the
transfer of the shares to reduce or eliminate the optionee's liability for
taxes.
The
optionee agrees to pay to Merrill Lynch any costs associated with the sale
of
shares of KO common stock acquired upon exercise of the options (whether
such
shares are sold to pay the option exercise price, to satisfy tax withholding
requirements or for other reasons).
For
employees in Switzerland, the optionee agrees that the taxation of the options
will occur at the time the options are exercised.
(d)
Right
of set-off. By accepting this Agreement, the optionee agrees that, should
KO or
any Related Company in its reasonable judgment determine that optionee owes
KO,
any Related Company or any affiliate any amount due to any loan, note,
obligation or indebtedness, including but not limited to amounts owed to
KO
pursuant to KO’s tax equalization program or KO’s policies with respect to
travel and business expenses, and if the optionee has not satisfied such
obligation(s), then KO may instruct Merrill Lynch to withhold and/or sell
shares
of KO common stock acquired by the optionee upon exercise of his or her options,
or KO may deduct funds equal to the amount of such obligation from the
optionee's salary or other funds due to the optionee from KO.
(e)
Comply with additional restrictions. The optionee agrees that the Committee,
or
its designee, may, in the exercise of its sole and absolute discretion at
or
before the time the optionee informs KO of his or her intention to exercise
the
option, establish any additional conditions or restrictions with respect
to the
exercise of the option, including, but not limited to, restrictions on the
acceptable form or method of payment of the option exercise price and
restrictions for
failing
to promptly submit to KO, any Related Company or any affiliate thereof, a
tax
organizer, or such other tax-related documents reasonably requested by KO
or
optionee’s employer, pursuant to KO’s tax equalization program (if optionee is a
participant in such program). The optionee shall be informed of such
restrictions. The optionee agrees to comply with any such additional conditions
or restrictions.
3.
Options
are not transferable
.
The
optionee may not transfer the options; provided that upon the optionee's
death
the
options may be
transferred by will or
by the laws of descent and distribution. During the lifetime of
the
optionee, the options shall be exercisable only by
the optionee personally or, in the
event of the optionee's
Disability
if a legal representative has been appointed to act on behalf of the
optionee, then by the optionee's
legal
representative.
4.
Forfeiture
of Options and Option Gain
.
In
the
event optionee shall engage in a “Prohibited Activity” (as defined on Schedule A
hereto), at
any time during the term of the options, or within one year after termination
of
optionee’s employment from KO or any Related Company,
or within one year after exercise of all or any portion of the options,
whichever occurs latest, this option shall be rescinded and, if
applicable, any gain associated with any exercise of this option shall be
forfeited and repaid to KO. Accordingly, if the optionee engages in a Prohibited
Activity, then:
(a)
as of the date that the optionee participates in such Prohibited Activity,
all
unexercised portions of this option immediately and automatically shall
terminate, be forfeited, and shall cease to be exercisable (unless such option
has been terminated sooner by operation of another term or condition of the
Plan
or this Agreement); and
(b)
within ten days after receiving from KO written notice of the termination
of
this option, the optionee shall pay to KO any and all gains associated with
the
exercise of all or any portion of this option, plus interest calculated from
the
time of such notice through the date of repayment to KO. The gain associated
with the exercise of any portion of this option shall be the closing price
per
share on the date of the exercise thereof, as reported on the New York Stock
Exchange Composite Transactions listing, less the option exercise price per
share shown above, multiplied by the number of options exercised. Interest
shall
be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
Optionee
may be released from the effects of this Section 4 if the Committee determines
in its sole discretion that such action is in the best interest of KO and
its
stockholders.
Optionee
expressly acknowledges and affirms that the foregoing provisions of this
Section
4 are material and important terms of this Agreement, and optionee expressly
agrees that if all or any part or application of the foregoing provisions
of
this Section 4 are held or determined to be invalid or unenforceable for
any
reason whatsoever by a court of competent jurisdiction in an action between
optionee and KO, KO shall be entitled to receive from optionee, in exchange
for
the exercise price per share shown above, all shares of KO common stock acquired
by optionee upon exercise of any portion of the option and held by optionee.
If
optionee has sold, transferred or otherwise disposed of any shares of KO
common
stock acquired by optionee upon exercise of any portion of the option, KO
shall
be entitled to receive from optionee the gain associated with such sale,
transfer or disposal, plus interest calculated through the date of payment
to
KO. The gain associated with the sale, transfer or other disposal of any
share
of KO common stock acquired by optionee upon exercise of any portion of the
option shall be the closing price per share on the date of such sale, transfer
or disposal, as reported on the New York Stock Exchange Composite Transactions
listing, less the option exercise price per share shown above, multiplied
by the
number of shares of KO common stock sold, transferred or disposed of. Interest
shall be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
5.
Notices
.
Each
notice relating to the option or its exercise shall be in writing. Requests
and
other notices
regarding
the exercise of options shall be delivered (whether by overnight delivery
or by
mail) as follows:
Merrill
Lynch, Pierce, Fenner & Smith at Merrill Lynch Group Employee
Services
Attention:
The Coca-Cola Company Stock Option Plan Unit
1400
Merrill Lynch Drive
Mail
Stop
04-BS-PRO
Pennington,
New Jersey 08534, USA
All notices to KO shall be addressed as
follows:
Director,
Executive Compensation
The
Coca-Cola Company
One
Coca-Cola Plaza
Atlanta,
Georgia 30313, USA
All notices to the optionee shall be addressed to the principal address of
the
optionee on file with KO. Either
KO
or the
optionee may designate a different address by written notice to the other.
Written notice to these
addresses
shall be effective to
bind KO, the optionee and the optionee's successors and assigns.
6.
Administrative
matters
.
The
optionee hereby agrees that the Committee may, subject to the provisions
of
the
Plan,
establish
such rules and regulations as it deems necessary or advisable for the proper
administration of
the
Plan,
and may make
determinations and may take such other action in connection with or in
relation to the
Plan
as
it deems necessary or advisable.
Each determination or other action made or taken pursuant to the Plan,
including
interpretation of the Plan and the specific
conditions and provisions of this Agreement and the options,
s
hall
be
final and conclusive for all purposes and upon all persons
including, but without limitation, KO, the
Related
Companies, the Committee, the KO Board of Directors, officers and the affected
employees of KO, and the optionees and their
respective successors in interest.
When the issuance or transfer of KO common stock pursuant to the exercise
of an option may, in the opinion of
KO,
conflict or be
inconsistent with any applicable law or regulation of any governmental agency
having
jurisdiction,
KO reserves the right to refuse to
issue or transfer that KO common stock.
7.
Consent
for accumulation and transfer of data
.
The
optionee consents to the accumulation and transfer of data concerning him
or
her and the options to and from KO and Merrill Lynch, or such other agent
as may administer the option program on behalf of KO
from time to time. In addition, the optionee understands that KO holds certain
personal information about the optionee, including
but not limited to his or her name, home address, telephone number, date
of
birth, social security number, salary, nationality, job title,
and details of all options awarded, vested, unvested, or expired (the “personal
data”). Certain personal data may also constitute
“sensitive personal data” within the meaning of applicable local law. Such data
include but are not limited to the information provided above and any changes
thereto and other appropriate personal and financial data about the optionee.
The optionee hereby provides explicit consent to KO to process any such personal
data and sensitive personal data. The optionee also hereby provides explicit
consent to KO to transfer any such personal data and sensitive personal
data
outside the country in which the optionee is employed, and to the United
States.
The legal persons for whom such personal data are intended are KO, Merrill
Lynch
and any company providing services to KO in connection with compensation
planning purposes or the administration of the Plan.
8.
Additional
consents
.
The
optionee consents and acknowledges that:
(a)
the
Plan
is discretionary in nature, and KO can amend, cancel or terminate it at any
time;
(b)
the
grant
of options under the Plan is voluntary and occasional and does not create
any
contractual or other right to receive future grants of any options, or benefits
in lieu of any options, even if options have been granted repeatedly in the
past;
(c)
all
determinations with respect to any such future awards, including, but not
limited to, the times when options shall be granted, the option price, and
the
time or times when each right shall be exercisable, will be at the sole
discretion of the Committee;
(d)
participation
in the Plan is voluntary and may be occasional;
(e)
the
value
of the options is an extraordinary item of compensation, which is outside
the
scope of the optionee’s employment contract, if any;
(f)
the
options or any income derived therefrom are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any termination, severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, life or accident insurance benefits,
pension or retirement benefits or similar payments;
(g)
except
as
is otherwise explicitly provided in this Agreement and the Plan, non-vested
options are forfeited immediately following termination of employment for
any
reason, and vested options expire the earlier of: a) six months following
termination of employment for any reason, and b) the expiration date noted in
the option;
(h)
in
the
event of involuntary termination of the optionee’s employment, the optionee’s
eligibility to receive options under the Plan, if any, will terminate effective
as of the date that the optionee is no longer actively employed regardless
of
any reasonable notice period mandated under local law; furthermore, in the
event
of involuntary termination of employment, the optionee’s ability to exercise
options under the Plan will be measured by the date of termination of the
optionee’s active employment pursuant to the terms of the Plan and will not be
extended by any reasonable notice period mandated under local law;
(i)
the
future value of the shares purchased under the Plan is unknown and cannot
be
predicted with certainty;
(j)
(for
individuals other than employees of KO) the options have been granted to
the
optionee in his or her status as an employee of his or her employer and can
in
no event be understood or interpreted to mean that KO is his or her employer
or
that he or she has an employment relationship with KO;
(k)
no
claim
or entitlement to compensation or damages arises from the termination of
the
options or diminution in value of the options or shares purchased under the
Plan, and the optionee irrevocably releases KO and his or her employer, if
different from KO, from any such claim that may arise;
|
|
(l)
|
participation
in the Plan shall not create a right to further employment with
the
optionee’s employer and shall not interfere with the ability of the
optionee’s employer to terminate the optionee’s employment relationship at
any time, with or without cause;
|
|
|
(m)
|
the
terms of the optionee’s employment with KO do not include the grant of
stock options; and
|
|
|
(n)
|
if
all or any part or application of the provisions of this Agreement
are
held or determined to be invalid or unenforceable for any reason
whatsoever by a court of competent jurisdiction in an action between
optionee and KO, each and all of the other provisions of this Agreement
shall remain in full force and effect.
|
9.
Governing
law
.
This
Agreement has been made in and shall be construed under and in accordance
with
the
laws
of the State of Georgia,
USA.
10.
Headings
.
Paragraph
headings are included for convenience and shall not affect the meaning or
interpretation
of
this
Agreement.
THE
COCA-COLA COMPANY
By:
The Committee
Authorized
Signature
Using
the Merrill Lynch voice response system or other available means, the optionee
must accept the above options to purchase shares of KO common stock in
accordance with and subject to the terms and conditions of this Agreement
and
the Plan, acknowledge that he or she has read this Agreement and the Plan,
and
agree to be bound by this Agreement, the Plan and the actions of the Committee.
If he or she does not do so prior to _______
,
20__, then KO may declare the option grant null and void at any time. Also,
in
the unfortunate event that death occurs before this Agreement has been accepted,
this option grant will be voided, which means the options will terminate
automatically and cannot be transferred to the optionee's heirs pursuant
to the
optionee's will or the laws of descent and distribution.
Schedule
A
Prohibited
Activities
For
purposes of this Agreement, the term “Prohibited Activity” shall include any and
all of the following:
|
(a)
|
Non-Disparagement
-
making any statement, written or verbal, in any forum or media, or
taking
any action in disparagement of KO or any Related Company or affiliate
thereof, including but not limited to negative references to KO or
its
products, services, corporate policies, or current or former officers
or
employees, customers, suppliers, or business partners or
associates;
|
|
(b)
|
No
Publicity
-
publishing any opinion, fact, or material, delivering any lecture
or
address, participating in the making of any film, radio broadcast
or
television transmission, or communicating with any representative
of the
media relating to confidential matters regarding the business or
affairs
of KO which optionee was involved with during optionee’s
employment;
|
|
(c)
|
Non-Disclosure
of Trade Secrets -
failure
to hold in confidence all Trade Secrets of KO that came into optionee’s
knowledge during optionee’s employment by KO or any Related Company, or
disclosing, publishing, or making use of at any time such Trade Secrets,
where the term "Trade Secret" means any technical or non-technical
data,
formula, pattern, compilation, program, device, method, technique,
drawing, process, financial data, financial plan, product plan, list
of
actual or potential customers or suppliers or other information similar
to
any of the foregoing, which (i) derives economic value, actual or
potential, from not being generally known to and not being readily
ascertainable by proper means by, other persons who can derive economic
value from its disclosure or use, and (ii) is the subject of efforts
that
are reasonable under the circumstances to maintain its
secrecy;
|
|
(d)
|
Non-Disclosure
of Confidential Information -
failure
to hold in confidence all Confidential Information of KO that came
into
optionee’s knowledge during optionee’s employment by KO or any Related
Company, or disclosing, publishing, or making use of such Confidential
Information, where the term "Confidential Information" means any
data or
information, other than Trade Secrets, that is valuable to KO and
not
generally known to the public or to competitors of
KO;
|
|
(e)
|
Return
of Materials -
failure
of optionee, in the event of optionee’s termination of employment for any
reason, promptly to deliver to KO all memoranda, notes, records,
manuals
or other documents, including all copies of such materials and all
documentation prepared or produced in connection therewith, containing
Trade Secrets or Confidential Information regarding KO's business,
whether
made or compiled by optionee or furnished to optionee by virtue of
optionee’s employment with KO or a Related Company, or failure promptly to
deliver to KO all vehicles, computers, credit cards, telephones,
handheld
electronic devices, office equipment, and other property furnished
to
optionee by virtue of optionee’s employment with KO or a Related
Company;
|
|
(f)
|
Non-Compete
-
rendering
services for any organization which, or engaging directly or indirectly
in
any business which, in the sole judgment of the Committee or the
Chief
Executive Officer of KO or any senior officer designated by the Committee,
is or becomes competitive with KO;
|
|
(g)
|
Non-Solicitation
-
for the first year following termination of employment, soliciting
or
attempting to solicit for employment for or on behalf of any corporation,
partnership, or other business entity any employee of the Company
with
whom optionee had professional interaction during the last twelve
months
of optionee’s employment with KO; or
|
|
(h)
|
Violation
of KO Policies -
violating any written policies of KO or optionee’s employer applicable to
optionee, including without limitation KO’s insider trading
policy.
|
Nothing
in this Agreement is intended to or shall be interpreted as diminishing or
otherwise limiting KO’s right under applicable state law or any prior agreement
I have signed or made with KO regarding trade secrets, confidential information,
or intellectual property.
EXHIBIT
99.3
RESTRICTED
STOCK AGREEMENT
The
Coca-Cola Company (the "Company") hereby agrees to award to the recipient named
below (the “Recipient”) on the date set forth below (“Grant Date”) the number of
shares of Common Stock, $.25 par value, of the Company (the "Shares"), in
accordance with and subject to the terms, conditions and restrictions of this
Agreement. If the conditions described below are satisfied, such award
will be made under the terms of The Coca‑Cola Company 1989 Restricted Stock
Award Plan (the "Plan"), as amended, on the Grant Date.
Name of Recipient
:
XXXXXXXXXX
Target
Award
:
XX,XXX Shares
Relevant Dates
: The
following dates are applicable for this Agreement:
|
Agreement Date
|
|
|
Acceptance Date
|
|
|
Performance Period
|
|
|
Grant Date (Issue
Date)
|
|
|
Vesting Period
|
|
|
Release Date
|
|
Performance Criteria
: The
following performance criteria must be met for an award of Shares to be made
under this Agreement. The number of Shares awarded on the Grant Date shall
be determined from the Target Award and the following schedule:
|
[Performance
Criteria]
|
[Percentage of Target Award
to be
Granted]
|
|
X% (Maximum
Award)
|
150%
|
|
X%
|
|
|
X% (Target
Award)
|
100%
|
|
X%
|
|
|
X%
|
|
|
X% (Minimum
Award)
|
|
|
Less than X%
|
0
|
The performance
criteria shall be: [Insert selected performance criteria approved under the
1989
Restricted Stock Award Plan]
The calculation
of
[performance criteria] shall be adjusted as follows:
[Insert adjustments
to performance criteria]
[Peformance criteria] shall be
rounded as follows: [Insert rounding rule].
TERMS
AND CONDITIONS OF THIS AGREEMENT
(1)
If all of the conditions set forth in this Agreement are satisfied, an award
of
restricted Shares under the Plan will be made to the Recipient on the Grant
Date. No Shares will be delivered to the Recipient or transferred into the
Recipient’s name until the Grant Date and the Recipient shall have no rights to
any Shares or any rights associated with such Shares (such as dividends or
voting rights) until the Grant Date. Shares will be delivered to the
Recipient or the Recipient’s estate on the Release Date indicated above on which
the Shares cease to be subject to risk of forfeiture pursuant to the terms
of
this Agreement and the terms of the Plan, subject to all terms and conditions
set forth in this Agreement.
If the Recipient
is
resident outside of the United States on the Grant Date, the Compensation
Committee (or its designee), in its sole discretion, may select an alternate
Grant Date which is not later than the Release Date. If the Compensation
Committee (or its designee) selects such an alternate Grant Date, the Recipient
will receive from Recipient’s employer a cash payment, less all applicable
taxes, equal to the dividend that would be paid on an equivalent number of
shares of Company Stock, beginning at the time a dividend would have been paid
had Shares been Granted on the original Grant Date listed above.
(a)
Performance
Conditions for the Award.
An award of restricted Shares on the Grant
Date shall be made only if the Recipient is, and has continuously been, employed
by the Company or a Related Company since the date of this Agreement, except
as
provided in paragraph (1)(d). In addition, the award shall be made only if
(and to the extent) that the Performance Criteria, set forth above, are
satisfied during the Performance Period. The Controller of the
Company and the Compensation Committee shall certify whether, and to what
extent, the Performance Criteria have been achieved.
(b)
Conditions for Release of the Award
. The Shares shall be delivered
on the Release Date only if the Recipient, on the Release Date, is, and has
continuously been since the date of this Agreement, employed by the Company
or a
Related Company, except as provided in paragraph (1)(d).
(c)
Permitted
Distribution Events
. Shares (or, where applicable, cash payments)
under this Agreement shall not be distributed earlier than the occurrence of
one
of the following: i) separation from service, ii) the date the Participant
becomes Disabled, iii) the death of the Participant, or iv) a time specified
in
this agreement as of the date of this Agreement. Payments under this
Agreement shall not be accelerated, except as may be allowed by the Internal
Revenue Service under Code Section 409A. or if Section 409A is inapplicable.
(d)
Separation from the Company.
If any of the circumstances listed
below occur prior to the Release Date, the terms of this subparagraph shall
apply. The following table describes the Recipient’s treatment
depending on the reason for the Recipient’s separation from the Company and the
timing of the event.
|
During
the Performance Period
|
Between
the end of the Performance Period and the Grant
Date
|
Between
the Grant Date and the Release Date
|
|
Death
|
·
The Performance Period shall be shortened to the beginning of the
original
Performance Period through the end of the year of death.
·
If the Performance Criteria are met during the shortened Performance
Period, instead of an award of Shares, the Recipient’s estate shall be
paid a cash amount equal to the value of the Shares that would have
been
awarded on the Grant Date, prorated as described below. The value
shall be determined as the date of the February Compensation Committee
meeting following the year of death and paid on March 1 (or the next
business day) in the year following death.
|
·
If the Performance Criteria have not been met, there shall be no
award.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient’s estate shall be paid a cash amount equal to the value of the
Shares that would have been awarded on the Grant Date. The value
shall be determined as of the later of the Grant Date or the date
of death
and paid on the 60
th
day (or the next business day) following
the date of death.
|
Shares granted
will be
released on the 60
th
day (or the next business day) following
the Recipient’s death.
|
|
Disability
|
·
The Performance Period continues.
·
At the end of the Performance Period, there will be no Award unless,
and
to the extent that, the Performance Criteria are met.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient shall be paid a cash amount equal to the value of the Shares
that would have been awarded, prorated as described below, with the
value
determined as of the Grant Date and paid on March 1 (or the next
business
day) following the certification of results.
|
·
If the Performance Criteria have not been met, there shall be no
award.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient shall be paid a cash amount equal to the value of the Shares
that would have been awarded, with the value determined as of the
Grant
Date and paid on March 1 (or the next business day) following the
certification of results.
.
|
Shares granted
will be
released on the 60
th
day (or the next business day) following
the Recipient’s disability.
|
|
Retirement
|
·
For awards held at least 12 months from the date of grant, a grant
of the
target number of Shares will be made 30 days prior to the Recipient’s
Retirement date (or on the closest business day thereto).
·
The Shares will remain subject to forfeiture for the remainder of
the
Performance Period.
·
At the end of the Performance Period, the applicable number of Shares
shall be released if, and to the extent that, the Performance Criteria
are
met. The Shares shall be released on the later of i) March 1
(or the next business day) following the certification of results
or ii)
the date that is six months after the date of the Recipient’s Retirement
and separation from service.
·
Recipient must notify Company of intent to retire 90 days prior to
retirement.
|
·
If the Performance Criteria have not yet been certified, a grant
of the
target number of Shares will be made 30 days prior to the Recipient’s
Retirement date (or on the closest business day thereto). The Shares
will remain subject to forfeiture until the Performance Criteria
are
certified.
·
Once the Performance Criteria are certified, the applicable number
of
Shares shall be released if, and to the extent that, the Performance
Criteria are met. The Shares shall be released on the later of i)
March 1 (or the next business day) following the certification of
results
or ii) the date that is six months after the date of the Recipient’s
Retirement and separation from service.
|
Shares granted
will be
released on the date which is six months after the Recipients Retirement
and separation from service.
|
|
Transfer to a Related
Company
|
·
The Performance Period and Vesting Period continues.
·
At the end of the Performance Period, there will be no Award unless,
and
to the extent that, the Performance Criteria are met.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient shall be paid a cash amount equal to the value of the Shares
that would have been awarded, prorated as described below, paid on
the
Release Date, with the value determined as of the Release Date. In
order to receive any payment, the Recipient must continue to be employed
by a Related Company until the Release Date.
|
·
If the Performance Criteria have not been met, there shall be no
award.
·
If the Performance Criteria are met, the Vesting Period continues.
Provided that the Recipient continues to be employed by a Related
Company
until the Release Date, instead of an award of Shares, the Recipient
shall
be paid a cash amount equal to the value of the Shares that would
have been awarded, paid on the Release Date, with the value determined
as
of the Release Date.
|
·
Vesting Period continues.
·
Shares granted
will be released on the
Release Date, provided all other terms and conditions are satisfied
and
Recipient continues to be employed by a Related Company until the
Release
Date.
|
|
Resignation or
termination (other than Retirement)
|
Forfeit entire award.
|
Forfeit entire
award.
|
Forfeit entire award.
|
(i)
Where a cash payment is provided, except where otherwise provided, the value
of
the Shares will be determined using the closing price per share, as reported
on
the New York Stock Exchange Composite Transactions listing on the applicable
date (as defined according to the relevant situation above), or, if the New
York
Stock Exchange is not open for trading on such date, the trading date
immediately preceding the applicable date. The cash payment will be
subject to all applicable tax withholdings and made as of the date set forth
above.
(ii)
Where references are made to a prorated award in the chart above, except where
otherwise expressly provided, the proration shall be determined using a
fraction, the numerator of which is the number of whole months between the
beginning of the Performance Period and the date of the event (e.g., death,
Disability, transfer, involuntary separation or Retirement) and the denominator
being the number of months in the Performance Period.
(iii)
For purposes of determining “Disability,” the definition of “Disability” as
contained in Section 5(a) of the Plan is replaced with the following
definition:
“Disability” shall mean a condition
for which a Participant becomes eligible for and receives a disability benefit
under the long term disability insurance policy issued to the Company providing
Basic Long Term Disability Insurance benefits pursuant to The Coca-Cola Company
Health and Welfare Benefits Plan, or under any other long term disability plan
which hereafter may be maintained by the Company.
(iv) For
the purpose of determining “Retirement,” the definition of “Retirement” as
contained in Section 5(a) of the Plan is replaced with the following
definition:
“Retirement”
means
an employee’s
termination of employment on a date which is on or after the Recipient attains
age
55 and has completed at least
five years of service (service being defined as Years of Vesting Service under
the
Company’s Employee Retirement Plan (the “ERP”), whether or not the employee is
covered by the ERP).
Notwithstanding the above, if an employee receiving serial severance benefits
would have been eligible for
Retirement as defined above had the employee continued his employment for a
period equal to the period of the
severance
benefits, the employee
will be deemed retired under this plan as of the date severance benefits begin.
For
purposes of determining
whether an award has been held for at least 12 months and for determining the
date of
the release of Shares, the date of Retirement shall be the last day
the Recipient actively works prior to Retirement. The Retirement date is
not extended if the Recipient receives serial severance benefits.
(v) If
there is more than one reason for separation, the following provisions
apply. A) If a Recipient is eligible for Retirement and is transferred to
a Related Company, the provisions governing transfer to a Related Company shall
apply. B) If a Recipient is disabled and is eligible for Retirement, the
provisions governing Disability shall apply.
(vi) If
a Recipient transfers to a Related Company and the Company deems that the
continuation of the Performance Period or any other terms of this Agreement
would create a conflict of interest, the Company reserves the right to take
any
actions with respect to the Shares, including but not limited to canceling
this
Agreement.
(vii)
Recipient shall
have no rights with
respect to the Shares, including but not limited to rights to sell, vote,
exchange, transfer, pledge, hypothecate or otherwise dispose of the Shares
until
the Grant Date. Between the Grant Date and the Release Date,
Recipient shall have no right to sell, exchange, transfer, pledge, hypothecate
or otherwise dispose of the Shares. Except for these restrictions,
beginning on the Grant Date, the Recipient shall, with respect to the Shares,
have all the rights of a stockholder of the Company, including the right to
vote
the Shares and to receive all distributions and dividends paid with respect
to
the Shares.
(e) The
Recipient shall indicate his or her acceptance of this Agreement by signing
and
returning this Agreement by the Acceptance Date indicated above.
(f) In
the event that the Company’s shares, as a result of a stock split or stock
dividend or combination of shares or any other change or exchange for other
securities, by reclassification, reorganization or otherwise, are increased
or
decreased or changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or of another corporation, the
number of Shares to be awarded under this Agreement shall be adjusted to reflect
such change. If any such adjustment shall result in a fractional share, such
fraction shall be disregarded.
(g)
The Compensation Committee, in its sole discretion, may reduce the number of
Shares or payments provided to a Recipient under this Agreement if it determines
that a Recipient has failed to meet any other applicable performance standards
(including but not limited to, compliance with the Company’s Code of Business
Conduct and any applicable laws), or if the Recipient owes any money to the
Company or a Related Company and has failed to repay such obligation.
(2)
Each notice relating
to this award
shall be in writing. All notices to the Company shall be addressed to the
Secretary, The Coca-Cola Company, <?xml:namespace prefix = st1 ns =
"urn:schemas-microsoft-com:office:smarttags" />OneCoca-ColaPlaza,
Atlanta, Georgia 30313. All notices to the Recipient shall be addressed to
the address of the Recipient specified on the face page of this Agreement.
Either the Company or the Recipient may designate a different address by written
notice to the other. Written notice to said addresses shall be effective
to bind the Company, the Recipient and the Recipient's representatives and
beneficiaries.
(3)
Taxes
.
(a) The Company or a Related Company will
assess the requirements regarding federal, state and/or local taxes, social
insurance, and payroll tax withholding obligations (the “Taxes”) in connection
with the Shares awarded under this Agreement, including the presentation of
this
Agreement, the Recipient’s acceptance of this Agreement, the determination of
the Performance Criteria during the Performance Period, the award of the
restricted Shares on the Grant Date or an alternate Grant Date, the release
of
the Shares, any cash payment awarded under this Agreement, or the subsequent
disposition or transfer of the Shares (the “Potential Tax Events”). The
Recipient acknowledges that these requirements may change from time to time
as
laws or interpretations change.
(b) The Recipient shall,
on any applicable
date corresponding to the Potential Tax Events, pay to the Company, or make
arrangements satisfactory to the Company, regarding payment of all Taxes.
The Company may require satisfaction of any
withholding taxes by retention of Shares or the delivery of already owned
shares of common stock of the Company in
accordance with the procedures determined by the Director, Executive
Compensation. The Company and its Related
Companies shall have the right to deduct from any payment of any kind
otherwise due to such Recipient any Taxes with
respect to the Shares, if any such obligation has not been made by such
Recipient.
(c)
Irrespective of the
Company or a Related Company’s action or inaction with
respect to the Taxes, the Recipient hereby acknowledges and agrees that the
ultimate liability for any and all Taxes is and remains the responsibility
and
liability of the Recipient or the Recipient’s estate. For Recipients who
are International Service Associates or other international employees, all
Taxes
remain the Recipient’s responsibility, except as expressly provided in the
Company’s International Service Policy and/or Tax Equalization
Policy. Recipient acknowledges that the Company and any Related
Company (i) make no representations or undertaking regarding the treatment
of
any Taxes in connection with any Potential Tax Events; and (ii) do not commit
to
structure the terms of the award or any aspect of the transfer of the Shares
to
reduce or eliminate the Recipient’s liability for Taxes.
(d)
To the extent the compensation provided under this Agreement is subject to
Internal Revenue Code Section 409A, the provisions of this Agreement shall
be
construed to comply with the requirements of Section 409A. The Company
reserves the right to amend any provision of this Agreement as necessary in
the
Company’s discretion to comply with the requirements of Internal Revenue Code
Section 409A.
(e)
For Recipients resident in France whose Award is granted under the Addendum
to
the Plan relating to employees in France, the Recipient must hold the Shares
an
additional two years after the vesting date in order to qualify for the special
tax treatment provided in France.
(4) The Recipient hereby agrees that
(a) any change, interpretation, determination or modification of this Agreement
by the Compensation
Committee shall be final and conclusive for all purposes and on all persons
including the Company and the Recipient; provided,
however, that with respect to any amendment or modification of the Plan
which affects the award of Shares made hereby, the
Compensation Committee shall have determined that such amendment or modification
is in the best interests of the Recipient of such
award; and (b) this Agreement and the award of Shares shall not affect
in any
way the right of the Recipient’s employer to terminate or
change the employment of the Recipient.
(5)
In the event Recipient engages in a “Prohibited Activity” (as defined below), at
any time during the term of this Agreement, or within one year after termination
of Recipient’s employment from the Company or any Related Company, or within one
year after the Release Date, whichever occurs latest, the Shares shall be
forfeited and, if applicable, any profit or gain associated with the Shares
shall be forfeited and repaid to the Company.
Prohibited
Activities are:
(a)
Non-Disparagement
–
making any statement, written or verbal, in any forum or media, or taking any
action in disparagement of the Company or any Related Company or affiliate
thereof, including but not limited to negative references to the Company or
its
products, services, corporate policies, or current or former officers or
employees, customers, suppliers, or business partners or associates;
(b)
No
Publicity
– publishing any opinion, fact, or material, delivering any
lecture or address, participating in the making of any film, radio broadcast
or
television transmission, or communicating with any representative of the media
relating to confidential matters regarding the business or affairs of the
Company which Recipient was involved with during Recipient’s employment;
(c)
Non-Disclosure
of Trade Secrets –
failure to hold in confidence all Trade Secrets of the
Company that came into Recipient’s knowledge during Recipient’s employment by
the Company or any Related Company, or disclosing, publishing, or making use
of
at any time such Trade Secrets, where the term "Trade Secret" means any
technical or non-technical data, formula, pattern, compilation, program, device,
method, technique, drawing, process, financial data, financial plan, product
plan, list of actual or potential customers or suppliers or other information
similar to any of the foregoing, which (i) derives economic value, actual or
potential, from not being generally known to and not being readily ascertainable
by proper means by, other persons who can derive economic value from its
disclosure or use, and (ii) is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy;
(d)
Non-Disclosure
of Confidential Information –
failure to hold in confidence all Confidential
Information of the Company that came into Recipient’s knowledge during
Recipient’s employment by the Company or any Related Company, or disclosing,
publishing, or making use of such Confidential Information, where the term
"Confidential Information" means any data or information, other than Trade
Secrets, that is valuable to the Company and not generally known to the
public or to competitors of the Company;
(e)
Return of Materials –
failure of Recipient, in the event of Recipient’s
termination of employment for any reason, promptly to deliver to the Company
all
memoranda, notes, records, manuals or other documents, including all copies
of
such materials and all documentation prepared or produced in connection
therewith, containing Trade Secrets or Confidential Information regarding the
Company's business, whether made or compiled by Recipient or furnished to
Recipient by virtue of Recipient’s employment with the Company or a Related
Company, or failure promptly to deliver to the Company all vehicles, computers,
credit cards, telephones, handheld electronic devices, office equipment, and
other property furnished to Recipient by virtue of Recipient’s employment with
the Company or a Related Company;
(f)
Non-Compete –
rendering services for any organization which, or engaging
directly or indirectly in any business which, in the sole judgment of the
Compensation Committee or the Chief Executive Officer of the Company or any
senior officer designated by the Compensation Committee, is or becomes
competitive with the Company;
(g)
Non-Solicitation
– soliciting or attempting to solicit for employment for
or on behalf of any corporation, partnership, or other business entity any
employee of the Company with whom optionee had professional interaction during
the last twelve months of optionee’s employment with KO; or
(h)
Violation
of Company Policies –
violating any written policies of the Company or
Recipient’s employer applicable to Recipient, including without limitation the
Company’s insider trading policy.
(6)
If any of the terms
of this Agreement may in the opinion of the Company
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Company reserves the right to
modify this Agreement to be consistent with applicable laws or
regulations.
(7)
Personal
Data
. The Recipient understands that his or her employer, the Company
or a Related Company hold certain personal
information
about the Recipient, including but not limited to his or her name, home address,
telephone number, date of birth, social security number, salary, nationality,
job title, and details of all Shares awarded, cancelled, vested, unvested,
or
outstanding (the “personal data”). Certain personal data may also
constitute “sensitive personal data” within the meaning of applicable local
law. Such data include but are not limited to the information provided
above and any changes thereto and other appropriate personal and financial
data
about the Recipient. The Recipient hereby provides explicit consent to the
Company and any Related Company to process any such personal data and sensitive
personal data. The Recipient also hereby provides explicit consent to the
Company and any Related Company to transfer any such personal data and sensitive
personal data outside the country in which the Recipient is employed, and to
the
United States. The legal persons for whom such personal data are intended
are the Company and any broker company providing services to the Company in
connection with the administration of the Plan. The Recipient has been
informed of his or her right of access and correction to his or her personal
data by applying to the person identified in paragraph 2.
(8)
Additional Consents
. The Recipient consents to and
acknowledges that:
(a)
the Plan is discretionary in nature and the Company can amend, cancel or
terminate it at any time;
(b)
these awards and
any other awards under the Plan are voluntary and occasional
and do not create any contractual or other right to receive future awards or
benefits in lieu of any awards, even if similar awards have been granted
repeatedly in the past;
(c)
all determinations
with respect to any such future awards, including, but not
limited to, the times when awards are made, the number of Shares, and the
performance and other conditions attached to the awards, will be at the sole
discretion of the Company and/or the Compensation Committee;
(d)
participation in
this Plan or program is voluntary;
(e)
the value of the
Shares and this award is an extraordinary item of
compensation, which is outside the scope of the Recipient’s employment contract,
if any;
(f)
the Shares, this award, or any income derived there from are a potential bonus
payment not paid in lieu of any cash salary compensation and not part of normal
or expected compensation or salary for any purposes, including, but not limited
to, calculating any termination, severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, life or accident insurance
benefits, pension or retirement benefits or similar payments;
(g) in the event of
involuntary termination of the Recipient’s employment, the Recipient’s
eligibility to receive Shares or
payments
under this Agreement or the Plan, if any, will terminate effective as of the
date that the Recipient is no longer actively employed regardless of any
reasonable notice period mandated under local law, except as expressly provided
in this Agreement;
(h)
the future value
of the Shares is unknown and cannot be predicted with
certainty;
(i)
(for individuals
other than employees of the Company) the award has been made to
the Recipient in his or her status as an employee of his or her employer and
can
in no event be understood or interpreted to mean that the Company is his or
her
employer or that he or she has an employment relationship with the
Company;
(j)
no claim or entitlement to compensation or damages arises from the termination
of this Agreement or diminution in value of the Shares and the Recipient
irrevocably releases the Company and his or her employer, if different from
the
Company, from any such claim that may arise;
(k)
participation in the Plan or this Agreement shall not create a right to further
employment with the Recipient’s employer and shall not interfere with the
ability of the Recipient’s employer to terminate the Recipient’s employment
relationship at any time, with or without cause;
(l) the
Plan and this Agreement set forth the entire understanding between the
Recipient, the Company, and any Related Company regarding the acquisition of
the
Shares and supercedes all prior oral and written agreements pertaining to this
award; and
(m)
if all or any part or application of the provisions of this Agreement are held
or determined to be invalid or unenforceable for any reason whatsoever by a
court of competent jurisdiction in an action between Recipient and the Company,
each and all of the other provisions of this Agreement shall remain in full
force and effect.
(9)
Governing
Law
. This Agreement has been made in and shall be
construed under and in accordance with the laws of the State of
Georgia, USA.
(10)
Headings
.
Paragraph headings are included for convenience and shall not affect the meaning
or interpretation of this Agreement.
THE COCA-COLA COMPANY
___________________________
Authorized Signature
I have read the above Agreement and hereby
accept the above award under the
terms and conditions of this Agreement and I agree to be bound thereby and
by
the actions of the Compensation Committee.
Recipient
___________________________
Date:_______________________________
STOCK
POWER
FOR VALUE
RECEIVED
,
_________________
hereby sells, assigns and
transfers unto The Coca‑Cola Company (the “Company”), a Delaware
corporation (FEIN 58-628465), __________ shares of the Common Stock of the
Company, standing in my name on the books of the Company, represented by
Certificate(s) No(s). __________________ herewith, and do hereby
irrevocably constitute and appoint any officer or any duly authorized
representative of the Company attorney to transfer the said stock on the books
of the Company with full power of substitution in the premises.
Dated:______________________
_______________________________