UNITED
STATES
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): February 18,
2009
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other
jurisdiction
of
incorporation)
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001-02217
(Commission
File
Number)
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58-0628465
(IRS
Employer
Identification
No.)
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One
Coca-Cola Plaza
Atlanta,
Georgia
(Address
of principal executive offices)
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30313
(Zip
Code)
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Registrant's
telephone number, including area code: (404) 676-2121
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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 18, 2009 (the “Effective
Date”), the Compensation Committee of the Board of Directors (the “Compensation
Committee”) of The Coca-Cola Company (the “Company”) amended and restated four
of the Company’s employee equity compensation plans and adopted amendments to
the related forms of stock option award agreements.
Under these amendments to The Coca-Cola
Company 1999 Stock Option Plan (the “1999 Stock Option Plan”), The Coca-Cola
Company 2002 Stock Option Plan (the “2002 Stock Option Plan”) and The Coca-Cola
Company 2008 Stock Option Plan (the “2008 Stock Option Plan”), the date on which
the vesting of options accelerates upon separation from the Company was changed
for grants on or after the Effective Date. Previously, the vesting of
options held at least 12 months accelerated at age 55 and 10 years of service or
age 60 and one (1) year of service. Under the plans as amended, the
vesting of options held at least 12 months accelerates at age 60 with 10 years
of service. In addition, The Coca-Cola Company 1989 Restricted Stock Award Plan
(the "1989 Restricted Stock Award Plan") has been amended to remove the
references to retirement as defined in the Company’s Employee Retirement Plan
and the requirement that retirement occur at least five years after the date of
the award in order for the shares to be released. Under the 1989
Restricted Stock Award Plan as amended, for awards on or after the
Effective Date, except as otherwise specified in the award, shares may be
retained upon separation from the Company on or after age 60 with 10 years of
service.
Further, the
Compensation Committee amended the provision in the 1999 Stock Option Plan
regarding the time period available to exercise a stock option in the event of
death of the optionee in order to make that plan consistent with the 2002 Stock
Option Plan and the 2008 Stock Option Plan. As a result, the time
period that an option may be exercised in the event of death under the 1999
Stock Option Plan has been changed from the earlier of 12 months from the date
of death and the expiration date of the option to the earlier of five (5) years
from the date of death and the expiration date of the option.
The
Compensation Committee also amended the forms of stock option award agreements
related to all of these stock option plans, pursuant to which the executive
officers of the Company named in its 2009 Definitive Proxy Statement to be filed
with the Securities and Exchange Commission are entitled to receive
awards. These amendments include a mandatory and an optional
provision. The mandatory provision provides that an optionee who is
subject to the Company’s stock ownership guidelines may not sell net shares
(i.e. shares remaining after payment of the exercise price and/or taxes) of
Company common stock obtained upon exercise of an option award until the
optionee has satisfied the applicable stock ownership guidelines, and then may
sell only the number of such shares in excess of those
guidelines. The optional provision, which may be used in a stock
option award agreement at the Compensation Committee’s discretion, provides
that the optionee may not sell any of the net shares of Company common stock
obtained upon exercise of an option award until after the optionee ceases to be
employed by the Company or a Related Company (as defined in the
plans).
The
amendments to these equity compensation plans were approved by the Compensation
Committee pursuant to the authority granted to the Compensation Committee under
the terms of each of the respective plans. The nature of these
amendments did not require shareowner approval under the terms of the plans,
applicable law or the rules of the New York Stock Exchange.
The
foregoing descriptions of the amendments to these amended and restated equity
compensation plans and related forms of stock option award agreements are
qualified in their entirety by reference to the amended and restated plans and
amended forms of stock option award agreements, copies of which are attached
hereto as Exhibits 10.1 through 10.7 and incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits.
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Exhibit
10.1
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The
Coca-Cola Company 1989 Restricted Stock Award Plan, as Amended and
Restated through February 18, 2009
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Exhibit
10.2
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The
Coca-Cola Company 1999 Stock Option Plan, Amended and Restated through
February 18, 2009
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Exhibit
10.3
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The
Coca-Cola Company 2002 Stock Option Plan, Amended and Restated through
February 18, 2009
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Exhibit
10.4
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The
Coca-Cola Company 2008 Stock Option Plan, as Amended and Restated
Effective February 18, 2009
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Exhibit
10.5
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Form
of Stock Option Agreement in connection with The Coca-Cola 1999 Stock
Option Plan, as adopted February 18,
2009
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Exhibit
10.6
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Form
of Stock Option Agreement in connection with The Coca-Cola 2002 Stock
Option Plan, as adopted February 18,
2009
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Exhibit
10.7
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Form
of Stock Option Agreement in connection with The Coca-Cola 2008 Stock
Option Plan, as adopted February 18,
2009
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
COCA-COLA COMPANY
(REGISTRANT)
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Date: February
18, 2009
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By:
/s/ Harry L.
Anderson
Harry L. Anderson
Vice President and
Controller
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EXHIBIT
INDEX
Exhibit
No.
Description
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Exhibit
10.1
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The
Coca-Cola Company 1989 Restricted Stock Award Plan, as Amended and
Restated through February 18, 2009
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Exhibit
10.2
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The
Coca-Cola Company 1999 Stock Option Plan, Amended and Restated through
February 18, 2009
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Exhibit
10.3
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The
Coca-Cola Company 2002 Stock Option Plan, Amended and Restated through
February 18, 2009
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Exhibit
10.4
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The
Coca-Cola Company 2008 Stock Option Plan, as Amended and Restated
Effective February 18, 2009
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Exhibit
10.5
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Form
of Stock Option Agreement in connection with The Coca-Cola 1999 Stock
Option Plan, as adopted February 18,
2009
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Exhibit
10.6
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Form
of Stock Option Agreement in connection with The Coca-Cola 2002 Stock
Option Plan, as adopted February 18,
2009
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Exhibit
10.7
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Form
of Stock Option Agreement in connection with The Coca-Cola 2008 Stock
Option Plan, as adopted February 18,
2009
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THE
COCA-COLA COMPANY
1989
RESTRICTED STOCK AWARD PLAN
(As
Amended and Restated through February 18, 2009)
Section 1.
Purpose
The
purpose of the 1989 Restricted Stock Award Plan of The Coca-Cola Company (the
"Plan") is to advance the interest of The Coca-Cola Company (the "Company") and
its Related Companies (as defined in Section 4 hereof), by encouraging and
enabling the acquisition of a financial interest in the Company by officers and
other key employees through grants of restricted shares of Company Common Stock
and/or performance share units (the "Awards", or singly, an "Award"). The Plan
is intended to aid the Company and its Related Companies in retaining officers
and key employees, to stimulate the efforts of such employees and to strengthen
their desire to remain in the employ of the Company and its Related Companies.
In addition, the Plan may also aid in attracting officers and key employees who
will become eligible to participate in the Plan after a reasonable period of
employment by the Company or its Related Companies.
Section 2.
Administration
The
Plan shall be administered by a committee (the "Committee") appointed by the
Board of Directors of the Company (the "Board") or in accordance with
Section 7, Article III of the By-Laws of the Company (as amended
through October 20, 2005) from among its members and shall be comprised of
not less than three (3) members of the Board. The Committee shall determine
the officers and key employees of the Company and its Related Companies
(including officers, whether or not they are directors) to whom, and the time or
times at which, Awards will be granted, the number of shares to be awarded, the
time or times within which the Awards may be subject to forfeiture, and all
other conditions of the Award. The provisions of the Awards need not be the same
with respect to each recipient.
The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary or advisable for the proper
administration of the Plan and to take such other action in connection with or
in relation to the Plan as it deems necessary or advisable. Each action made or
taken pursuant to the Plan, including interpretation of the Plan and the Awards
granted hereunder by the Committee, shall be final and conclusive for all
purposes and upon all persons, including, without limitation, the Company and
its Related Companies, the Committee, the Board, the Officers and the affected
employees of the Company and/or its Related Companies and their respective
successors in interest.
Section 3.
Stock
The
stock to be issued under the Plan pursuant to Awards shall be shares of Common
Stock, $.25 par value, of the Company (the "Stock"). The Stock shall be made
available from treasury or authorized and unissued shares of Common Stock of the
Company. The total number of shares of Stock that may be issued pursuant to
Awards under the Plan, including those already issued, may not exceed 40,000,000
shares (subject to adjustment in accordance with Section 8). Shares of
Stock previously granted pursuant to Awards, but which are forfeited pursuant to
Section 5, below, shall be available for future Awards.
Awards
may be granted to officers and key employees of the Company and its Related
Companies who have been employed by the Company or a Related Company (but only
if the Related Company is one in which the Company owns on the grant date,
directly or indirectly, either (i) 50% or more of the voting stock or
capital where such entity is not publicly held, or (ii) an interest which
causes the Related Company's financial results to be consolidated with the
Company's financial results for financial reporting
purposes)
for a reasonable period of time determined by the Committee. The term "Related
Company" shall mean any corporation or other business organization in which the
Company owns, directly or indirectly, 20 percent or more of the voting
stock or capital at the applicable time.
Notwithstanding
any other provision of the Plan, Awards, including performance share unit
awards, may only be granted to employees if they are employed at the time the
Award is initially granted; however, Awards in the form of performance share
units or other share units may be settled in shares of Stock after the
employee’s termination of employment, if such employee qualifies for such a
settlement under the terms of the Award.
No
employee shall acquire pursuant to Awards granted under the Plan more than
twenty (20) percent of the aggregate number of shares of Stock issuable
pursuant to Awards under the Plan.
Effective
for grants on or after February 18, 2009, and except as otherwise specifically
provided in the grant of an Award, Awards shall be granted solely for services
rendered to the Company or any Related Company and shall be subject to the
following terms and conditions:
(a)
If at any
time the recipient terminates employment after attaining age 60 and completing
ten Years of Service, dies or becomes disabled, or in the event of a "Change in
Control" of the Company, such recipient shall be entitled to retain the number
of shares subject to the Award if such shares have been issued, unless otherwise
specified at the time of grant.
(b)
The Stock
subject to an Award shall be forfeited to the Company if the employment of the
employee by the Company or Related Company terminates for any other
reason.
“Disabled”
means a condition for which a recipient 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 or a Related
Company, provided that the recipient is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months.
“Years of
Service” means “Years of Vesting Service” as that term is defined in the
Employee Retirement Plan of The Coca-Cola Company.
"Change
in Control" means a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as in effect on January 1, 2002, provided that
such a change in control shall be deemed to have occurred at such time as
(i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act), is or becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act as in effect on January 1, 2002) directly
or indirectly, of securities representing 20% or more of the combined voting
power for election of directors of the then outstanding securities of the
Company or any successor of the Company; (ii) during any period of two
consecutive years or less, individuals who at the beginning of such period
constituted the Board of Directors of the Company cease, for any reason, to
constitute at least a majority of the Board of Directors, unless the election or
nomination for election of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; (iii) the shareholders of the Company approve any
merger or consolidation as a result of which the Common Stock shall be changed,
converted or exchanged (other than a merger with a wholly-owned subsidiary of
the Company) or any liquidation of the Company or any sale or other disposition
of 50% or more of the assets or earning power of the Company, and such merger,
consolidation, liquidation or sale is completed; or (iv) the shareholders
of the Company approve any merger or consolidation to which the Company is a
party as a result of which the persons who were
shareholders
of the Company immediately prior to the effective date of the merger or
consolidation shall have beneficial ownership of less than 50% of the combined
voting power for election of directors of the surviving corporation following
the effective date of such merger or consolidation, and such merger or
consolidation is completed; provided, however, that no Change in Control shall
be deemed to have occurred if, prior to such time as a Change in Control would
otherwise be deemed to have occurred, the Board of Directors determines
otherwise. Additionally, no Change in Control will be deemed to have
occurred under clause (i) if, subsequent to such time as a Change in Control
would otherwise be deemed to have occurred, a majority of the Directors in
office prior to the acquisition of the securities by such person determines
otherwise.
(c) Awards
may contain such other provisions, not inconsistent with the provisions of the
Plan, as the Committee shall determine appropriate from time to
time.
(d) Performance-Based
Awards.
1. The
Committee, which shall be comprised of two or more outside directors meeting the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code") may select from time to time, in its discretion, executive
officers, senior vice-presidents and other key executives of the Company and its
Related Companies, to receive awards of restricted stock or performance share
units under the Plan, in such amounts as the Committee may, in its discretion,
determine (subject to any limitations provided in the Plan), the release of
which will be conditioned upon the attainment of certain performance targets
("Performance-Based Awards"). With respect to individuals residing in countries
other than in the United States, the Committee may authorize alternatives that
deliver substantially the same value, including, but not limited to, promises of
future restricted stock awards provided that the grant and subsequent release is
contingent upon attainment of certain performance targets under this
section.
2. The
Committee shall determine the performance targets and the Measurement Period (as
defined below) that will be applied with respect to such grant. Grants of
Performance-Based Awards may be made, and the performance targets applicable to
such Performance-Based Awards may be defined and determined, by the Committee no
later than ninety days after the commencement of the Measurement Period. The
performance criteria applicable to Performance-Based Awards will be one or more
of the following criteria:
•
increase in shareowner
value;
•
earnings per share;
•
net income;
•
return on assets;
•
return on shareowners'
equity;
•
increase in cash
flow;
•
operating profit or operating
margins;
•
revenue growth of the
Company;
•
operating expenses;
•
quality as determined by the Company's
Quality Index;
•
return on capital;
•
return on invested
capital;
•
earnings before interest, taxes,
depreciation and amortization;
•
goals relating to acquisitions or
divestitures;
•
unit case volume;
•
operating income;
•
brand contribution;
•
value share of Non Alcoholic
Ready-To-Drink segment;
•
volume share of Non Alcoholic
Ready-To-Drink segment;
•
net revenue;
•
gross profit; and
•
profit before tax.
At the
time the Committee sets the performance criteria, the Committee shall define the
criteria and any adjustments to be applied. The performance criteria may be
applied to the Company as a whole or to a particular business unit, or a
combination thereof, as determined at the time of grant applicable to the
particular recipient.
The
Measurement Period will be a period of at least one year, determined by the
Committee in its discretion, commencing on January 1 of the first year of
the Measurement Period and ending on December 31 of the last year of the
Measurement Period. The Measurement Period may be subject to adjustment as the
Committee may provide in the terms of each award. For newly hired or eligible
individuals, the Measurement Period may consist of a partial year or years. The
Committee may specify an additional required holding period after the
Measurement Period.
3. Except
as otherwise provided in the terms of the award, shares awarded in the form of
Performance-Based Awards shall be eligible for release (the "Release Date") on
March 1 following the completion of the Measurement Period.
4. Shares
awarded in the form of Performance-Based Awards will be released only if the
Controller of the Company (or, for non-financial measures, the appropriate
approver) and the Committee certify that the performance targets have been
achieved during the Measurement Period.
5. In
addition to the other limitations in the Plan, a recipient may not receive
Performance-Based Awards in a single year valued in excess of $20 million
at the time of the Award.
6. Performance-Based
Awards granted pursuant to this Section 5(d) are intended to qualify as
performance-based compensation under Section 162(m) of the Code and shall
be administered and construed accordingly.
(e) No
Award shall be released unless the employee properly, timely and unconditionally
executes (by any means approved by the plan administrator or the Director,
Executive Compensation) an agreement provided in connection with the
Award.
Section 6.
Nontransferability of Awards
Shares
of Stock subject to Awards shall not be transferable and shall not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of at any
time prior to the first to occur of Retirement on a date which is at least five
(5) years from the date of grant of an Award and on or after the date on
which the employee has attained the age of 62, death or disability of the
recipient of an Award or a Change in Control.
Section 7.
Rights as a Stockholder
An
employee who receives an Award shall have rights as a stockholder with respect
to Stock covered by such Award to receive dividends in cash or other property or
other distributions or rights in respect to such Stock and to vote such Stock as
the record owner thereof.
Section 8.
Adjustment in the Number of Shares Awarded
In
the event there is any change in the Stock through the declaration of stock
dividends, through stock splits or through recapitalization or merger or
consolidation or combination of shares or otherwise, the
Committee
or the Board shall make an appropriate adjustment in the number of shares of
Stock thereafter available for Awards.
Section 9.
Taxes
(a) If
any employee properly elects, within thirty (30) days of the date on which
an Award is granted, to include in gross income for federal income tax purposes
an amount equal to the fair market value (on the date of grant of the Award) of
the Stock subject to the Award, such employee shall make arrangements
satisfactory to the Committee to pay to the Company in the year of such Award,
any federal, state or local taxes required to be withheld with respect to such
shares. If such employee shall fail to make such tax payments as are required,
the Company and its Related Companies shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to the
employee any federal, state or local taxes of any kind required by law to be
withheld with respect to the Stock subject to such Award.
(b) Each
employee who does not make the election described in paragraph (a) of this
Section shall, no later than the date as of which the restrictions referred to
in Section 5 and such other restrictions as may have been imposed as a
condition of the Award, shall lapse, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any federal, state or local
taxes of any kind required by law to be withheld with respect to the Stock
subject to such Award, and the Company and its Related Companies shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the employee any federal, state, or local taxes of any kind
required by law to be withheld with respect to the Stock subject to such
Award.
(c) The
Committee may specify when it grants an Award that the Award is subject to
mandatory share withholding for satisfaction of tax withholding obligations by
employees. For all other Awards, whether granted before or after this
paragraph 9(c) was added to this Plan, tax withholding obligations of an
employee may be satisfied by share withholding, if permitted by applicable law,
at the written election of the employee prior to the date the restrictions on
the Award lapse. The shares withheld will be valued at the average of the high
and low market prices at which a share of Stock was sold on the date the
restrictions lapse (or, if such date is not a trading day, then the next trading
day thereafter), as reported on the New York Stock Exchange—Composite
Transactions listing.
Section 10.
Restrictive Legend and Stock Power
Each
certificate evidencing Stock subject to Awards shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such award.
Any attempt to dispose of Stock in contravention of such terms, conditions, and
restrictions shall be ineffective. The Committee may adopt rules which provide
that the certificates evidencing such shares may be held in custody by a bank or
other institution, or that the Company may itself hold such shares in custody
until the restrictions thereon shall have lapsed and may require, as a condition
of any Award, that the recipient shall have delivered a stock power endorsed in
blank relating to the Stock covered by such Award.
Section 11.
Amendments, Modifications and Termination of Plan
The
Board or the Committee may terminate the Plan, in whole or in part, may suspend
the Plan, in whole or in part from time to time, and may amend the Plan from
time to time, including the adoption of amendments deemed necessary or desirable
to qualify the Awards under the laws of various states (including tax laws) and
under rules and regulations promulgated by the Securities and Exchange
Commission with respect to employees who are subject to the provisions of
Section 16 of the Exchange Act, or to correct any defect or supply an
omission or reconcile any inconsistency in the Plan or in any Award granted
thereunder, without the approval of the stockholders of the Company; provided,
however, that no action shall be taken without the approval of the stockholders
of the Company which may increase the number of shares of Stock available for
Awards or withdraw administration from the Committee, or permit any person while
a member of the Committee to be eligible to receive an Award. Without limiting
the
foregoing, the Board of Directors or the Committee may make amendments
applicable or inapplicable only to participants who are subject to
Section 16 of the Exchange Act. No amendment or termination or modification
of the Plan shall in any manner affect Awards therefore granted without the
consent of the employee unless the Committee has made a determination that an
amendment or modification is in the best interest of all persons to whom Awards
have theretofore been granted. The Board or the Committee may modify or remove
restrictions contained in Sections 5 and 6 on an Award or the Awards as a whole
which have been previously granted upon a determination that such action is in
the best interest of the Company. The Plan shall terminate when (a) all
Awards authorized under the Plan have been granted and (b) all shares of
Stock subject to Awards under the Plan have been issued and are no longer
subject to forfeiture under the terms hereof unless earlier terminated by the
Board or the Committee.
Section 12.
Governing Law
Except to
extent preempted by Federal Law, this Plan shall be construed, governed and
enforced under the laws of the State of Delaware (without regard to the
conflicts of law principles thereof) and any and all disputes arising under this
Plan are to be resolved exclusively by courts sitting in Delaware.
THE
COCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN
ADDENDUM
For
French Tax Residents
The
Committee has determined that it is necessary and advisable to establish a
subplan for the purpose of permitting Awards to qualify for French favorable tax
and social security treatment. Therefore, Awards granted under the
Plan to employees and officers (the “French Employees”) of Related Companies in
France may be granted under the terms of this Addendum to the Plan and applying
to the Performance Share Agreement, provided that such Awards shall not have
terms that would not otherwise be allowed under the general terms of the
Plan. The authorization to grant Awards under this Addendum
shall be for a limited period ending February 28, 2018.
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1.
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Unless
otherwise defined herein, the terms defined in this Addendum shall have
the same meanings as defined in the Plan and in the Performance Share
Agreement. In the event of a conflict between the terms and
conditions of the Plan, this Addendum and the Performance Share Agreement,
the terms and conditions of the Plan shall prevail except for the
following additional terms that shall be defined as
follows:
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“Disability”
means disability as determined in categories 2 and 3 under Article 341-4 of the
French Social Security Code.
“Related
Companies” means the companies within the meaning of Article L. 225-197-2 of the
French Commercial Code or any provision substituted for same.
“Closed
Period” means (i) ten quotation days preceding and following the disclosure to
the public of the consolidated financial statements or annual statement of the
Coca-Cola Company; or (ii) the period as from the date the corporate management
entities (involved in the governance of the company, such as the Board,
Committee, supervisory, in the case it would be disclosed to the public,
significantly impact the quotation of the shares of the Company, until ten
quotation days after the day such information is disclosed to the
public.
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2.
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This
addendum shall be applicable to French Employees and corporate officers
(
e.g.,
Président du Conseil
d’Administration, Directeur Général, Directeur Général Délégué, Membre du
Directoire, Gérant de sociétés, Président de sociétés par actions
)
of a Related Company and who is a French tax resident at the time of the
grant.
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3.
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Any
Awards granted under this Addendum shall include a performance period of
at least two years followed by a minimum two-year Holding
Period.
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4.
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Awards
may be granted only to French Employees who hold less than ten percent
(10%) of the outstanding Shares of the Company at the Date of Grant, being
specified that a grant can not entitle a French Employee to hold more than
ten percent (10%) of the outstanding Stock of the
Company.
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5.
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The
shares: (i) shall not be sold, assigned, transferred, pledged,
hypothecated, or otherwise disposed of until the end of the Holding
Period, and (ii) shall, if the French Employee’s continuous employment
with the Related Companies shall terminate for any reason (except as
otherwise provided in items 9 and 10, herein) before the end of the
Performance Period, be forfeited to the Company forthwith, and all the
rights of the Employee to such Performance Shares Agreement shall
immediately terminate.
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6.
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Unless
and until such time as Shares awarded are issued, the Employee shall have
no ownership of the Shares allocated to the awards and shall have no right
to vote and to receive dividends, subject to the terms, conditions and
restrictions described in the Plan, in the Performance Share Agreement and
herein.
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7.
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The
Employee shall hold the Shares awarded during each Holding Period of 2
years starting on the Performance Certification Date. As from the end of
each Holding Period (the release Date), the corresponding Shares shall be
freely transferable, subject to applicable legal and regulatory provisions
in force.
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8.
|
For
compliance purpose with French law, the Shares granted shall not be
transferable during the Closed
Period.
|
|
9.
|
In
the event of the death of an Employee occurring prior to the Release Date,
his/her heirs and assigns may claim the release of the Shares of the
deceased Employee within six (6) months following the date of death.
Thereafter, the award will lapse and be null and void. Provision of the
Performance Share Agreement shall apply. However, the Employee’s heirs
shall not be bound by the holding period as defined in item 7
above.
|
|
10.
|
In
the event of the Disability
of an
Employee occurring prior to the Release Date, the Shares will be issued
and/or released to the Employee within the period defined in the
Performance Share Agreement and following the acknowledgement by the
Company of the Disability. The Employee shall not be bound by the holding
period as defined in item 7 above.
|
|
11.
|
Any
additional and specific condition to the grant of Shares shall be
contained in the Performance Share Agreement (i.e. Continuous Employment,
Performance Conditions).
|
THE
COCA-COLA COMPANY
1999
STOCK OPTION PLAN
(Amended
and Restated Through February 18, 2009)
Section 1.
Purpose
The
purpose of The Coca-Cola Company 1999 Stock Option Plan (the "Plan") is to
advance the interest of The Coca-Cola Company (the "Company") and its
Related Companies (as defined in Section 2) by encouraging and enabling the
acquisition of a financial interest in the Company by officers and other key
employees of the Company or its Related Companies. In addition, the Plan is
intended to aid the Company and its Related Companies in attracting and
retaining key employees, to stimulate the efforts of such employees and to
strengthen their desire to remain in the employ of the Company and its Related
Companies. Also, the Plan is intended to help the Company and its Related
Companies, in certain instances, to attract and compensate consultants to
perform key services.
Section 2.
Definitions
"Board"
means the Board of Directors of the Company.
"Business
Day" means a day on which the New York Stock Exchange is open for securities
trading.
"Change
in Control" shall mean a change in control of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
under the Securities Exchange Act of 1934 ("1934 Act") as in effect on
January 1, 1999, provided that such a change in control shall be deemed to
have occurred at such time as (i) any "person" (as that term is used in
Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act as in effect on
January 1, 1999) directly or indirectly, of securities representing 20% or
more of the combined voting power for election of directors of the then
outstanding securities of the Company or any successor of the Company;
(ii) during any period of two (2) consecutive years or less,
individuals who at the beginning of such period constituted the Board of
Directors cease, for any reason, to constitute at least a majority of the Board
of Directors, unless the election or nomination for election of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period;
(iii) the shareowners of the Company approve any merger or consolidation as
a result of which the KO Common Stock (as defined below) shall be changed,
converted or exchanged (other than a merger with a wholly owned subsidiary of
the Company) or any liquidation of the Company or any sale or other disposition
of 50% or more of the assets or earning power of the Company, and such merger,
consolidation, liquidation or sale is completed; or (iv) the shareowners of
the Company approve any merger or consolidation to which the Company is a party
as a result of which the persons who were shareowners of the Company immediately
prior to the effective date of the merger or consolidation shall have beneficial
ownership of less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective date of such
merger or consolidation, and such merger, consolidation, liquidation or sale is
completed; provided, however, that no Change in Control shall be deemed to have
occurred if, prior to such times as
a Change
in Control would otherwise be deemed to have occurred, the Board of Directors
determines otherwise. Additionally, no Change in Control will be deemed to have
occurred under clause (i) if, subsequent to such time as a Change of
Control would otherwise be deemed to have occurred, a majority of the Directors
in office prior to the acquisition of the securities by such person determines
otherwise.
"Disabled"
or "Disability" means a condition for which an optionee becomes eligible for 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, whether or not
the optionee is covered by such plans.
"ISO"
means an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
"KO
Common Stock" means The Coca-Cola Company Common Stock, par value $.25 per
share.
"Majority-Owned
Related Company" means a Related Company in which the Company owns, directly or
indirectly, 50% or more of the voting stock or capital on the date an Option is
granted.
"NSO"
means a stock option that does not constitute an ISO.
"Options"
means ISOs and NSOs granted under this Plan.
"Related
Company" or "Related Companies" means corporation(s) or other business
organization(s) in which the Company owns, directly or indirectly, 20% or more
of the voting stock or capital at the relevant time.
”Years of
Service” means “Years of Vesting Service” as that term is defined in the
Employee Retirement Plan of The Coca-Cola Company.
Section 3.
Options
The
Company may grant ISOs and NSOs to those persons meeting the eligibility
requirements in Section 6(a) and NSOs to those persons meeting the
eligibility requirements in Sections 6(b) and 6(c).
Section 4.
Administration
The
Plan shall be administered by the Committee. No person, other than members of
the Committee, shall have any discretion concerning decisions regarding the
Plan. The Committee shall determine the key employees of the Company and its
Related Companies (including officers, whether
or not
they are directors) and consultants to whom, and the time or times at which,
Options will be granted; the number of shares to be subject to each Option; the
duration of each Option; the time or times within which the Option may be
exercised; the cancellation of the Option (with the consent of the holder
thereof); and the other conditions of the grant of the Option, at grant or while
outstanding, pursuant to the terms of the Plan. The provisions and conditions of
the Options need not be the same with respect to each optionee or with respect
to each Option.
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 the Options granted hereunder by the
Committee, shall be final and conclusive for all purposes and upon all persons
including, but without limitation, the Company, its Related Companies, the
Committee, the Board, officers and the affected employees and consultants to the
Company and/or its Related Companies, optionees and the respective successors in
interest of any of the foregoing.
Section 5.
Stock
(a)
The KO
Common Stock to be issued, transferred and/or sold under the Plan shall be made
available from authorized and unissued KO Common Stock or from the Company's
treasury shares. The total number of shares of KO Common Stock that may be
issued or transferred under the Plan pursuant to Options granted thereunder may
not exceed 120,000,000 shares (subject to adjustment as described below). Such
number of shares shall be subject to adjustment in accordance with
Section 5 and Section 11.
(b)
Shares
Counted Against Limitation. If an Option is exercised by
delivery, sale or attestation of Shares of KO Common Stock under
Section 7, or if the tax withholding obligation is satisfied by withholding or
selling Shares of KO Common Stock under Section 7, the number of Shares of KO
Common Stock deemed to have been issued under the Plan (for purposes of the
limitation set forth in this section) shall be the number of Shares of KO Common
Stock that were subject to the Option or portion thereof so exercised and not
the net number of Shares of KO Common Stock actually issued upon such
exercise.
(
c
)
Lapsed
Awards. If an Option: (i) expires; (ii) is terminated, surrendered,
or canceled without having been exercised in full; or (iii) is otherwise
forfeited in whole or in part, then the unissued Shares of KO Common Stock that
were subject to such Option and/or such surrendered, canceled, or forfeited
Shares of KO Common Stock shall become available for future grant under the
Plan.
Section 6.
Eligibility
Options
may be granted to:
(a)
employees of the Company and its Majority-Owned Related Companies,
(b)
particular employee(s) of a Related Company, who within the past eighteen
(18) months were employee(s) of the Company or a Majority-Owned Related
Company, and in rare instances to be determined by the Committee in its sole
discretion, employees of a Related Company who have not been employees of the
Company or a Majority-Owned Related Company within the past eighteen
(18) months, and
(c)
consultants providing key services to the Company or its Related Companies
(provided that consultants are natural persons and are not former employees of
the Company or any Related Company, and that consultants shall be eligible to
receive only NSOs and shall not be eligible to receive ISOs).
Effective January 1, 2008, Options may not be granted to any individual
described in Section 6(b) or 6(c). No person shall be granted
the right to acquire, pursuant to Options granted under the Plan, more than 5%
of the aggregate number of shares of KO Common Stock originally authorized under
the Plan, as adjusted pursuant to Section 11.
Section 7.
Awards of Options
Except
as otherwise specifically provided in this Plan, Options granted pursuant to the
Plan shall be subject to the following terms and conditions:
(a)
Option Price. The Option price shall be no less than 100% of the fair
market value of the KO Common Stock on the date of grant. The fair market value
of a share of KO Common Stock shall be the average of the high and low market
prices at which a share of KO Common Stock shall have been sold on the date of
grant, or on the next preceding trading day if such date was not a trading date,
as reported on the New York Stock Exchange Composite Transactions
listing.
(b)
Payment of Option Price. The Option price shall be paid in full at the time of
exercise, except as provided in the next sentence. If an exercise is executed by
Merrill Lynch, Pierce, Fenner & Smith using the cashless method, the
exercise price shall be paid in full no later than the close of business on the
third Business Day following the exercise.
Payment
may be in cash or, upon conditions established by the Committee, by delivery of
shares of KO Common Stock owned for at least six (6) months by the optionee
prior to the date of exercise.
The
optionee, if a U.S. taxpayer, may elect to satisfy Federal, state and local
income tax liabilities due by reason of the exercise by the withholding of
shares of KO Common Stock.
If shares
are delivered to pay the Option price or if shares are withheld for U.S.
taxpayers to satisfy such tax liabilities, the value of the shares delivered or
withheld shall be computed on the basis of the reported market price at which a
share of KO Common Stock most recently traded prior to the time the exercise
order was processed. Such price will be determined by reference to the New York
Stock Exchange Composite Transactions listing.
(c) Exercise
May Be Delayed until Withholding is Satisfied. The Company may refuse to
recognize the exercise an Option if the optionee has not made arrangements
satisfactory to the Company to satisfy the tax withholding which the Company
determines is necessary to comply with applicable requirements.
(d) Duration
of Options. The duration of Options shall be determined by the Committee, but in
no event shall the duration of an Option exceed ten years from the date of its
grant.
(e) Vesting.
Options shall contain such vesting terms as are determined by the Committee, at
its sole discretion, including, without limitation, vesting upon the achievement
of certain specified performance targets. In the event that no vesting
determination is made by the Committee, Options shall vest as follows:
(1) 25% on the first anniversary of the date of the grant; (2) 25% on
the second anniversary of the date of the grant; (3) 25% on the third
anniversary of the date of the grant; and (4) 25% on the fourth anniversary
of the date of the grant.
(f) Other
Terms and Conditions. Options may contain such other provisions, not
inconsistent with the provisions of the Plan, as the Committee shall determine
appropriate from time to time, including vesting provisions; provided, however,
that, except in the event of a Change in Control or the Disability or death of
the optionee, no grant shall provide that an Option shall be exercisable in
whole or in part for a period of twelve (12) months from the date on which
the Option is granted. The grant of an Option to any employee shall not affect
in any way the right of the Company and any Related Company to terminate the
employment of such employee. The grant of an Option to any consultant shall not
affect in any way the right of the Company and any Related Company to terminate
the services of such consultant.
(g) ISOs.
The Committee, with respect to each grant of an Option to an optionee, shall
determine whether such Option shall be an ISO, and, upon determining that an
Option shall be an ISO, shall designate it as such in the written instrument
evidencing such Option. If the written instrument evidencing an Option does not
contain a designation that it is an ISO, it shall not be an ISO.
The
aggregate fair market value (determined in each instance on the date on which an
ISO is granted) of the KO Common Stock with respect to which ISOs are first
exercisable by any optionee in any calendar year shall not exceed $100,000 for
such optionee (or such other time limit as may be required by the Internal
Revenue Code of 1986, as amended). If any subsidiary or Majority-Owned Related
Company of the Company shall adopt a stock option plan under which Options
constituting ISOs may be granted, the fair market value of the stock on which
any such incentive stock options are granted and the times at which such
incentive stock options will first become exercisable shall be taken into
account in determining the maximum amount of ISOs which may be granted to the
optionee under this Plan in any calendar year.
Section 8.
Nontransferability of Options
No
Option granted pursuant to the Plan shall be transferable otherwise than by will
or by the laws of descent and distribution. During the lifetime of an optionee,
the Option shall be exercisable only by the optionee personally or by the
optionee's legal representative.
Section 9.
Effect of Termination of Employment, Other Changes of Employment or Employer
Status, Death, or a Change in Control
(a) For
Employees. For optionees who are employees of the Company or its Related
Companies on the date of grant, the following provisions shall
apply:
|
Event
|
|
Impact
on Vesting
|
|
Impact
on Exercise Period
|
|
Employment
terminates upon Disability
|
|
All
Options become immediately vested
|
|
Option
expiration date provided in grant continues to apply
|
|
Employment
terminates after attaining age 60 and completing 10 Years of
Service
|
|
Option
held at least 12 full calendar months become immediately vested;
Options held less than 12 full calendar months are
forfeited
|
|
Option
expiration date provided in grant continues to apply
|
|
Employment
terminates upon death
|
|
All
Options become immediately vested
|
|
Right
of executor, administrator of estate (or other transferee permitted by
Section 8) terminates on earlier of (1) 5 years from the date of
death, or (2) the expiration date provided in the
Option
|
|
Employment
terminates upon Change in Control
|
|
All
Options become immediately vested
|
|
Option
expiration date provided in grant continues to apply
|
|
|
|
|
|
|
|
Termination
of employment for any other reason.
|
|
Unvested
Options are forfeited
|
|
Expires
upon earlier of 6 months from termination date or Option expiration
date provided in grant
|
|
US
military leave
|
|
Vesting
continues during leave
|
|
Option
expiration date provided in grant continues to apply
|
|
Eleemosynary
service
|
|
Committee's
discretion
|
|
Committee's
discretion
|
|
US
FMLA leave of absence
|
|
Vesting
continues during leave
|
|
Option
expiration date provided in grant continues to apply
|
|
Company
investment in optionees employer falls under 20% (this constitutes a
termination of employment under the Plan, effective the date the
investment falls below 20%)
|
|
Unvested
Options are forfeited
|
|
Expires
upon earlier of 6 months from termination date or Option expiration
date provided in grant
|
|
OR
|
|
|
|
|
|
employment
is transferred to an entity in which the Company's ownership interest is
less than 20%
|
|
|
|
|
|
Employment
transferred to Related Company
|
|
Vesting
continues after transfer
|
|
Option
expiration date provided in grant continues to apply
|
|
Death
after employment has terminated but before Option has expired (note that
termination of employment may have resulted in a change to the original
Option expiration date provided in the grant)
|
|
Not
applicable
|
|
Right
of executor, administrator of estate (or other transferee permitted by
Section 8) terminates on earlier of (1) 5 years from the date of
death, or (2) the Option expiration that applied at the date of death
(note that termination of employment may have resulted in a change to the
original Option expiration date provided in the
grant)
|
In
the case of other leaves of absence not specified above, optionees will be
deemed to have terminated employment (so that Options unvested will expire and
the Option exercise period will end on the earlier of 6 months from the
date the leave began or the Option expiration date provided in the grant),
unless the Committee identifies a valid business interest in doing otherwise in
which case it may specify what provisions it deems appropriate in its sole
discretion; provided that the Committee shall have no obligation to consider any
such matters.
(b) For
Consultants. For optionees who are consultants, the provisions relating to
changes of work assignment, death, disability, Change in Control, or any other
provision of an Option shall be determined by the Committee at the date of the
grant.
(c) Committee
Retains Discretion To Establish Different Terms Than Those Provided in Sections
9(a) or 9(b). Notwithstanding the foregoing provisions, the Committee may, in
its sole discretion, establish different terms and conditions pertaining to the
effect of an optionee's termination on the expiration or exercisability of
Options at the time of grant or (with the consent of the affected optionee) on
the expiration or exercisability of outstanding Options. However, no Option can
have a term of more than fifteen years.
Section 10.
No Rights as a Shareowner
An
optionee or a transferee of an optionee pursuant to Section 8 shall have no
right as a shareowner with respect to any KO Common Stock covered by an Option
or receivable upon the exercise of an Option until the optionee or transferee
shall have become the holder of record of such KO Common Stock, and no
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such KO Common Stock for which the record
date is prior to the
Section 11.
Adjustment in the Number of Shares and in Option Price
In
the event there is any change in the shares of KO Common Stock through the
declaration of stock dividends, or stock splits or through recapitalization or
merger or consolidation or combination of shares or spin-offs or otherwise, the
Committee or the Board shall make an appropriate adjustment in the number of
shares of KO Common Stock available for Options as well as the number of shares
of KO Common Stock subject to any outstanding Option and the Option price or
exercise price thereof. Any such adjustment may provide for the elimination of
any fractional shares which might otherwise become subject to any Option without
payment therefor.
Section 12.
Amendments, Modifications and Termination of the Plan
The
Board or the Committee may terminate the Plan at any time. From time to time,
the Board or the Committee may suspend the Plan, in whole or in part. From time
to time, the Board or the Committee may amend the Plan, in whole or in part,
including the adoption of amendments deemed necessary or desirable to qualify
the Options under the laws of various countries (including tax laws) and under
rules and regulations promulgated by the Securities and Exchange Commission with
respect to optionees who are subject to the provisions of Section 16 of the
1934 Act, or to correct any defect or supply an omission or reconcile any
inconsistency in the Plan or in any Option granted thereunder, or for any other
purpose or to any effect permitted by applicable laws and regulations, without
the approval of the shareowners of the Company. However, in no event may
additional shares of KO Common Stock be allocated to the Plan or any outstanding
option be repriced or replaced without share-owner approval. Without limiting
the foregoing, the Board of Directors or the Committee may make amendments
applicable or inapplicable only to participants who are subject to
Section 16 of the 1934 Act.
No
amendment or termination or modification of the Plan shall in any manner affect
any Option theretofore granted without the consent of the optionee, except that
the Committee may amend or modify the Plan in a manner that does affect Options
theretofore granted upon a finding by the Committee that such amendment or
modification is in the best interest of holders of outstanding Options affected
thereby. Grants of ISOs may be made under this Plan until February 18, 2009
or such earlier date as this Plan is terminated, and grants of NSOs may be made
until all of the 120,000,000 shares of KO Common Stock authorized for issuance
hereunder (adjusted as provided in Sections 5 and 11) have been issued or
until this Plan is terminated, whichever first occurs. The Plan shall terminate
when there are no longer Options outstanding under the Plan, unless earlier
terminated by the Board or by the Committee.
Section 13.
Governing Law
Except to
extent preempted by Federal Law, this Plan shall be construed, governed and
enforced under the laws of the State of Delaware (without regard to the
conflicts of law principles thereof) and any and all disputes arising under this
Plan are to be resolved exclusively by courts sitting in
Delaware.
THE
COCA-COLA COMPANY
2002
STOCK OPTION PLAN
(Amended
and Restated through February 18, 2009)
Section 1.
Purpose
The
purpose of The Coca-Cola Company 2002 Stock Option Plan (the "Plan") is to
advance the interest of The Coca-Cola Company (the "Company") and its
Related Companies (as defined in Section 2) by encouraging and enabling the
acquisition of a financial interest in the Company by officers and other key
employees of the Company or its Related Companies. In addition, the Plan is
intended to aid the Company and its Related Companies in attracting and
retaining key employees, to stimulate the efforts of such employees and to
strengthen their desire to remain in the employ of the Company and its Related
Companies. Also, the Plan is intended to help the Company and its Related
Companies, in certain instances, to attract and compensate consultants to
perform key services.
Section 2.
Definitions
"Board"
means the Board of Directors of the Company.
"Business
Day" means a day on which the New York Stock Exchange is open for securities
trading.
"Change
in Control" shall mean a change in control of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
under the Securities Exchange Act of 1934, as amended ("1934 Act"), as in effect
on January 1, 2002, provided that such a change in control shall be deemed
to have occurred at such time as (i) any "person" (as that term is used in
Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the 1934 Act as in effect on
January 1, 2002) directly or indirectly, of securities representing 20% or
more of the combined voting power for election of directors of the then
outstanding securities of the Company or any successor of the Company;
(ii) during any period of two (2) consecutive years or less,
individuals who at the beginning of such period constituted the Board of
Directors of the Company cease, for any reason, to constitute at least a
majority of the Board of Directors, unless the election or nomination for
election of each new director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of the
period; (iii) the shareowners of the Company approve any merger or
consolidation as a result of which the KO Common Stock (as defined below) shall
be changed, converted or exchanged (other than a merger with a wholly owned
subsidiary of the Company) or any liquidation of the Company or any sale or
other disposition of 50% or more of the assets or earning power of the Company,
and such merger, consolidation, liquidation or sale is completed; or
(iv) the shareowners of the Company approve any merger or consolidation to
which the Company is a party as a result of which the persons who were
shareowners of the Company immediately prior to the effective date of the merger
or consolidation shall have beneficial ownership of less than 50% of the
combined voting power for election of
1
directors
of the surviving corporation following the effective date of such merger or
consolidation, and such merger, consolidation, liquidation or sale is completed;
provided, however, that no Change in Control shall be deemed to have occurred
if, prior to such times as a Change in Control would otherwise be deemed to have
occurred, the Board of Directors determines otherwise. Additionally, no Change
in Control will be deemed to have occurred under clause (i) if, subsequent
to such time as a Change of Control would otherwise be deemed to have occurred,
a majority of the Directors in office prior to the acquisition of the securities
by such person determines otherwise.
"Disabled"
or "Disability" means a condition for which a Participant becomes eligible for 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, whether or not
the optionee is covered by such plans.
"ISO"
means an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
"KO
Common Stock" means the common stock of The Coca-Cola Company, par value $.25
per share.
"Majority-Owned
Related Company" means a Related Company in which the Company owns, directly or
indirectly, 50% or more of the voting stock or capital on the date an Option or
SAR is granted.
"NSO"
means a stock option that does not constitute an ISO.
"Options"
means ISOs and NSOs granted under this Plan.
"Related
Company" or "Related Companies" means corporation(s) or other business
organization(s) in which the Company owns, directly or indirectly, 20% or more
of the voting stock or capital at the relevant time.
”Years
of Service” means “Years of Vesting Service” as that term is defined in the
Employee Retirement Plan of The Coca-Cola Company.
"SAR"
means stock appreciation rights granted under this Plan. An SAR entitles the
Participant to receive, in KO Common Stock, value equal to the excess of:
a) the fair market value of a specified number of shares of KO Common Stock
at the time of exercise; over b) an exercise price established by the
Committee.
2
Section 3.
Options and SARs
The
Company may grant ISOs and NSOs to those persons meeting the eligibility
requirements in Section 6(a) and NSOs to those persons meeting the
eligibility requirements in Sections 6(b) and 6(c).
The
Company may grant SARs to any persons meeting the eligibility requirements in
Sections 6(a), (b) and (c).
An
individual who is granted an Option and/or an SAR shall be referred to herein as
an "optionee."
The
Plan shall be administered by the Committee. No person, other than members of
the Committee, shall have any discretion concerning decisions regarding the
Plan. The Committee shall determine the key employees of the Company and its
Related Companies (including officers, whether or not they are directors) and
consultants to whom, and the time or times at which, Options and SARs will be
granted; the number of shares to be subject to each Option and SAR; the duration
of each Option and SAR; the time or times within which the Option or SAR may be
exercised; the cancellation of the Option or SAR (with the consent of the holder
thereof); and the other conditions of the grant of the Option or SAR, at grant
or while outstanding, pursuant to the terms of the Plan. The provisions and
conditions of the Options or SARs need not be the same with respect to each
optionee or with respect to each Option or SAR.
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 the
Options and SARs granted hereunder by the Committee, shall be final and
conclusive for all purposes and upon all persons including, but without
limitation, the Company, its Related Companies, the Committee, the Board,
officers and the affected employees and consultants to the Company and/or its
Related Companies, optionees and the respective successors in interest of any of
the foregoing.
Section 5.
Stock
(a)
The KO
Common Stock to be issued, transferred and/or sold under the Plan shall be made
available from authorized and unissued KO Common Stock or from the Company's
treasury shares. The total number of shares of KO Common Stock that may be
issued or transferred under the Plan pursuant to Options or SARs granted
thereunder may not exceed 120,000,000 shares (subject to adjustment as described
below); provided, however, that in no event shall the number of shares of KO
Common Stock that may be issued, transferred or sold under the Plan exceed 5% of
the number of shares of KO Common Stock outstanding on
3
a given
date. Such number of shares shall be subject to adjustment in accordance with
Section 5 and Section 11.
(b)
Shares
Counted Against Limitation. If an Option is exercised by
delivery, sale or attestation of Shares of KO Common Stock under
Section 7, or if the tax withholding obligation is satisfied by withholding or
selling Shares of KO Common Stock under Section 7, the number of Shares of KO
Common Stock deemed to have been issued under the Plan (for purposes of the
limitation set forth in this section) shall be the number of Shares of KO Common
Stock that were subject to the Option or portion thereof so exercised and not
the net number of Shares of KO Common Stock actually issued upon such
exercise.
(c)
Lapsed
Awards. If an Option: (i) expires; (ii) is terminated, surrendered,
or canceled without having been exercised in full; or (iii) is otherwise
forfeited in whole or in part, then the unissued Shares of KO Common Stock that
were subject to such Option and/or such surrendered, canceled, or forfeited
Shares of KO Common Stock shall become available for future grant under the
Plan.
Section 6.
Eligibility
Options
and/or SARs may be granted to:
(a)
employees of the Company and its Majority-Owned Related Companies,
(b) particular
employee(s) of a Related Company, who within the past eighteen (18) months
were employee(s) of the Company or a Majority-Owned Related Company, and in rare
instances to be determined by the Committee at its sole discretion, employees of
a Related Company who have not been employees of the Company or a Majority-Owned
Related Company within the past eighteen (18) months, and
(c)
consultants providing key services to the Company or its Related Companies
(provided that consultants are natural persons and are not former employees of
the Company or any Related Company, and that consultants shall be eligible to
receive only NSOs and shall not be eligible to receive ISOs).
Section 7.
Awards of Options and SARs
Except
as otherwise specifically provided in this Plan, Options and SARs granted
pursuant to the Plan shall be subject to the following terms and
conditions:
4
(a) Option
Price and Exercise Price. The option price (for NSOs and ISOs) and the exercise
price (for SARs) shall be no less than 100% of the fair market value of the KO
Common Stock on the date of grant. The fair market value of a share of KO Common
Stock shall be the average of the high and low market prices at which a share of
KO Common Stock shall have been sold on the date of grant, or on the next
preceding trading day if such date was not a trading date, as reported on the
New York Stock Exchange Composite Transactions listing. If necessary to comply
with foreign laws, the Committee may, at its sole discretion, grant Options and
SARs at an option price or exercise price less than 100% of the fair market
value of the KO Common Stock on the date of grant.
(b) Payment
of Option Price. The option price shall be paid in full at the time of exercise,
except as provided in the next sentence. If an exercise is executed by the plan
administrator using the cashless method, the exercise price shall be paid in
full no later than the close of business on the third Business Day following the
exercise.
Payment
may be in cash or, upon conditions established by the Committee, by delivery of
shares of KO Common Stock owned by the optionee for at least six (6) months
prior to the date of exercise.
The
optionee, if a U.S. taxpayer, may elect to satisfy Federal, state and local
income tax liabilities due by reason of the exercise by the withholding of
shares of KO Common Stock.
If shares
are delivered to pay the option price or if shares are withheld for U.S.
taxpayers to satisfy such tax liabilities, the value of the shares delivered or
withheld shall be computed on the basis of the reported market price at which a
share of KO Common Stock most recently traded prior to the time the exercise
order was processed. Such price will be determined by reference to the New York
Stock Exchange Composite Transactions listing.
(c) Exercise
May Be Delayed until Withholding is Satisfied. The Company may refuse to
recognize the exercise of an Option or SAR if the optionee has not made
arrangements satisfactory to the Company to satisfy the tax withholding which
the Company determines is necessary to comply with applicable
requirements.
(d) Duration
of Options and SARs. The duration of Options and SARs shall be determined by the
Committee, but in no event shall the duration of an Option or SAR exceed ten
years from the date of its grant.
(e) Vesting.
Options and SARs shall contain such vesting terms as are determined by the
Committee, at its sole discretion, including, without limitation, vesting upon
the achievement of certain specified performance targets. In the event that no
vesting determination is made by the Committee, Options and SARs shall vest as
follows: (1) 25% on the first anniversary of the date of the grant;
(2) 25% on the second anniversary of the date of the grant; (3) 25% on
the third anniversary of the date of the grant; and (4) 25% on the fourth
anniversary of the date of the grant.
5
(g) ISOs.
The Committee, with respect to each grant of an Option to an optionee, shall
determine whether such Option shall be an ISO, and, upon determining that an
Option shall be an ISO, shall designate it as such in the written instrument
evidencing such Option. If the written instrument evidencing an Option does not
contain a designation that it is an ISO, it shall not be an ISO.
The
aggregate fair market value (determined in each instance on the date on which an
ISO is granted) of the KO Common Stock with respect to which ISOs are first
exercisable by any optionee in any calendar year shall not exceed $100,000 for
such optionee (or such other time limit as may be required by the Internal
Revenue Code of 1986, as amended). If any subsidiary or Majority-Owned Related
Company of the Company shall adopt a stock option plan under which options
constituting ISOs may be granted, the fair market value of the stock on which
any such incentive stock options are granted and the times at which such
incentive stock options will first become exercisable shall be taken into
account in determining the maximum amount of ISOs which may be granted to the
optionee under this Plan in any calendar year.
Section 8.
Nontransferability of Options and SARs
No
Option or SAR granted pursuant to the Plan shall be transferable otherwise than
by will or by the laws of descent and distribution. During the lifetime of an
optionee, the Option or SAR shall be exercisable only by the optionee personally
or by the optionee's legal representative.
(a) For
Employees. For optionees who are employees of the Company or its Related
Companies on the date of grant, the following provisions shall
apply:
|
Event
|
|
Impact
on Vesting
|
|
Impact
on Exercise Period
|
|
Employment
terminates upon Disability.
|
|
All
Options and SARs become immediately vested.
|
|
Option/SAR
expiration date provided in grant continues to apply.
|
|
Employment
terminates after
attaining
age 60 and completing 10 Years of Service.
|
|
Options
and SARs held at least
6
12
full calendar months become immediately vested; Options and SARs held less
than 12 full calendar months are forfeited.
|
|
Option/SAR
expiration date
provided
in grant continues to apply.
|
|
Employment
terminates upon death.
|
|
All
Options and SARs become immediately vested.
|
|
Right
of executor, administrator of estate (or other transferee permitted by
Section 8) to exercise Options and SARs terminates on earlier of
(1) 5 years from the date of death, or (2) the Option/SAR
expiration date provided in the grant.
|
|
Employment
terminates upon Change in Control.
|
|
All
Options and SARs become immediately vested.
|
|
Option/SAR
expiration date provided in grant continues to apply.
|
|
|
|
|
|
|
|
Termination
of employment for any other reason.
|
|
Unvested
Options and SARs are forfeited.
|
|
Expires
upon earlier of (1) 6 months from termination date, or (2) the
Option/SAR expiration date provided in the grant.
|
|
US
military leave.
|
|
Vesting
continues during leave.
|
|
The
Option/SAR expiration date provided in the grant continues to
apply.
|
|
Eleemosynary
service.
|
|
Committee's
discretion.
|
|
Committee's
discretion.
|
|
US
FMLA leave of absence
|
|
Vesting
continues during leave.
|
|
The
Option /SAR expiration date provided in the grant continues to
apply.
|
|
Optionee's
employer is no longer a Related Company (this constitutes a termination of
employment under the Plan, effective the date the Company's investment
falls below 20%).
|
|
Unvested
Options and SARs are forfeited.
|
|
Expires
upon earlier of (1) 6 months from termination date or
(2) Option/SAR expiration date provided in the
grant.
|
|
Employment
transferred to Related Company.
|
|
Vesting
continues after transfer.
|
|
The
Option/SAR expiration date provided in the grant continues to
apply.
|
|
Death
after employment has terminated but before option
has
expired. Note: Termination of employment may have resulted in a change to
the original Option/SAR expiration date provided in the
grant.
|
|
Not
applicable
7
|
|
Right
of executor, administrator of estate (or
other
transferee permitted by Section 8) terminates on earlier of
(1) 5 years from the date of death, or (2) the Option/SAR
expiration date that applied at the date of
death.
|
In the
case of other leaves of absence not specified above, optionees will be deemed to
have terminated employment (so that Options and SARs unvested will expire and
the option/SAR exercise period will end on the earlier of 6 months from the
date the leave began or the option expiration date provided in the grant),
unless the Committee identifies a valid business interest in doing otherwise, in
which case it may, specify what provisions it deems appropriate at its sole
discretion; provided that the Committee shall have no obligation to consider any
such matters.
(b) For
Consultants. For optionees who are consultants, the provisions relating to
changes of work assignment, death, disability, Change in Control, or any other
provision of an Option or SAR shall be determined by the Committee at the date
of the grant.
(c) Committee
Retains Discretion To Establish Different Terms Than Those Provided in Sections
9(a) or 9(b). Notwithstanding the foregoing provisions, the Committee may, at
its sole discretion, establish different terms and conditions pertaining to the
effect of an optionee's termination on the expiration or exercisability of
Options and SARs at the time of grant or (with the consent of the affected
optionee) on the expiration or exercisability of outstanding Options and SARs.
However, no Option or SAR can have a term of more than fifteen
years.
Section 10.
No Rights as a Shareowner
An
optionee or a transferee of an optionee pursuant to Section 8 shall have no
right as a shareowner with respect to any KO Common Stock covered by an Option
or SAR or receivable upon the exercise of an Option or SAR, until the optionee
or transferee shall have become the holder of record of such KO Common Stock. No
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such KO Common Stock covered by any Option
or SAR for which the record date is prior to the date on which the optionee or
transferee shall have in fact become the holder.
In
the event there is any change in the shares of KO Common Stock through the
declaration of stock dividends, or stock splits, or through recapitalization or
merger or consolidation or combination of shares or spin-offs or otherwise, the
Committee or the Board shall make an appropriate adjustment in the number of
shares of KO Common Stock available for Options and SARs as well as the number
of shares of KO Common Stock subject to any outstanding Option or SAR and the
Option price or exercise price thereof. Any such adjustment may provide for the
8
elimination
of any fractional shares, which might otherwise become subject to any Option or
SAR, without payment therefor.
Section 12.
Amendments, Modifications and Termination of the Plan
The
Board or the Committee may terminate the Plan at any time. From time to time,
the Board or the Committee may suspend the Plan, in whole or in part. From time
to time, the Board or the Committee may amend the Plan, in whole or in part,
including the adoption of amendments deemed necessary or desirable to qualify
the Options or SARs under the laws of various countries (including tax laws) and
under rules and regulations promulgated by the Securities and Exchange
Commission with respect to optionees who are subject to the provisions of
Section 16 of the 1934 Act, or to correct any defect or supply an omission
or reconcile any inconsistency in the Plan or in any Option or SAR granted
thereunder, or for any other purpose or to any effect permitted by applicable
laws and regulations, without the approval of the shareowners of the Company.
However, in no event may additional shares of KO Common Stock be allocated to
the Plan or any outstanding option or SAR be repriced or replaced without
share-owner approval. Without limiting the foregoing, the Board or the Committee
may make amendments applicable or inapplicable only to participants who are
subject to Section 16 of the 1934 Act.
No
amendment or termination or modification of the Plan shall in any manner affect
any Option or SAR theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a manner that does
affect Options and SARs theretofore granted upon a finding by the Committee that
such amendment or modification is in the best interest of holders of outstanding
Options and SARs affected thereby. Grants of ISOs may be made under this Plan
until April 17, 2012 or such earlier date as this Plan is terminated, and
grants of NSOs and SARs may be made until all of the 120,000,000 shares of KO
Common Stock authorized for issuance hereunder (adjusted as provided in Sections
5 and 11) have been issued or until this Plan is terminated, whichever
first occurs. The Plan shall terminate when there are no longer Options or SARs
outstanding under the Plan, unless earlier terminated by the Board or by the
Committee.
Section 13.
Governing Law
Except to
extent preempted by Federal Law, this Plan shall be construed, governed and
enforced under the laws of the State of Delaware (without regard to the
conflicts of law principles thereof) and any and all disputes arising under this
Plan are to be resolved exclusively by courts sitting in Delaware.
9
THE
COCA-COLA COMPANY
2008
STOCK OPTION PLAN
(as
amended and restated effective February 18, 2009)
Section
1. Purpose
The purpose of The Coca-Cola Company
2008 Stock Option Plan (the “Plan”) is to advance the interest of The Coca-Cola
Company (the “Company”) and its Related Companies (as defined in Section 2) by
encouraging and enabling the acquisition of a financial interest in the Company
by officers and other key employees of the Company or its Related
Companies. In addition, the Plan is intended to aid the Company and
its Related Companies in attracting and retaining key employees, to stimulate
the efforts of such employees and to strengthen their desire to remain in the
employ of the Company and its Related Companies.
Section
2. Definitions
"Board"
means the Board of Directors of the Company.
“Business
Day” means a day on which the New York Stock Exchange is open for securities
trading.
“Change
in Control” shall mean a change in control of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the
Securities Exchange Act of 1934, as amended (“1934 Act”), as in effect on
January 1, 2002, provided that such a change in control shall be deemed to have
occurred at such time as (i) any “person” (as that term is used in Sections
13(d) and 14(d)(2) of the 1934 Act), is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the 1934 Act as in effect on January 1, 2002)
directly or indirectly, of securities representing 20% or more of the combined
voting power for election of directors of the then outstanding securities of the
Company or any successor of the Company; (ii) during any period of two (2)
consecutive years or less, individuals who at the beginning of such period
constituted the Board of Directors of the Company cease, for any reason, to
constitute at least a majority of the Board of Directors, unless the election or
nomination for election of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; (iii) the shareowners of the Company approve any merger
or consolidation as a result of which the KO Common Stock (as defined below)
shall be changed, converted or exchanged (other than a merger with a wholly
owned subsidiary of the Company) or any liquidation of the Company or any sale
or other disposition of 50% or more of the assets or earning power of the
Company, and such merger, consolidation, liquidation or sale is completed; or
(iv) the shareowners of the Company approve any merger or consolidation to which
the Company is a party as a result of which the persons who were shareowners of
the Company immediately prior to the effective date of the merger or
consolidation shall have beneficial ownership of less than 50% of the combined
voting power for election of directors of the surviving corporation following
the effective date of such merger or consolidation, and such merger or
consolidation is completed; provided, however, that no Change in
Control
shall be deemed to have occurred if, prior to such times as a Change in Control
would otherwise be deemed to have occurred, the Board of Directors determines
otherwise. Additionally, no Change in Control will be deemed to have occurred
under clause (i) if, subsequent to such time as a Change in Control would
otherwise be deemed to have occurred, a majority of the Directors in office
prior to the acquisition of the securities by such person determines
otherwise.
“Committee”
means at least two “non-employee Directors” who are members of the Compensation
Committee of the Board of Directors.
“Disabled”
or “Disability” means a condition for which a Participant becomes eligible for 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, whether or not
the optionee is covered by such plans.
“ISO”
means an incentive
stock option within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended.
“KO
Common Stock” means the common stock of The Coca-Cola Company, par value $0.25
per share.
“Majority-Owned
Related Company” means a Related Company in which the Company owns, directly or
indirectly, 50% or more of the voting stock or capital on the date an Option is
granted.
“NSO”
means a stock option that does not constitute an ISO.
“Options”
means ISOs and NSOs granted under this Plan.
“Related
Company” or “Related Companies” means corporation(s) or other business
organization(s) in which the Company owns, directly or indirectly, 20% or more
of the voting stock or capital at the relevant time.
“Years of
Service” means “Years of Vesting Service” as that term is defined in the
Employee Retirement Plan of The Coca-Cola Company.
Section
3. Eligibility
Options may be granted only to
employees of the Company and its Majority-Owned Related Companies.
No person shall be granted the right to
acquire, pursuant to Options granted under the Plan, more than 5% of the
aggregate number of shares of KO Common Stock originally authorized under the
Plan, as adjusted pursuant to Section 11. No option shall be
exercisable
unless
the employee properly, timely and unconditionally executes (by any means
approved by the plan administrator) a stock option agreement provided in
connection with the stock option.
An individual who is granted an Option
shall be referred to herein as an “optionee.”
Section
4. Administration
The Plan shall be administered by the
Committee. No person, other than members of the Committee, shall have any
discretion concerning decisions regarding the Plan. The Committee shall
determine the key employees of the Company and its Majority-Owned Related
Companies (including officers, whether or not they are directors) to whom, and
the time or times at which, Options will be granted; the number of shares to be
subject to each Option; the duration of each Option; the time or times within
which the Option may be exercised; the cancellation of the Option (with the
consent of the holder thereof); and the other conditions of the grant of the
Option, at grant or while outstanding, pursuant to the terms of the Plan. The
provisions and conditions of the Options need not be the same with respect to
each optionee or with respect to each Option.
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 the Options granted hereunder by
the Committee, shall be final and conclusive for all purposes and upon all
persons including, but without limitation, the Company, its Related Companies,
the Committee, the Board, officers and the affected employees, optionees and the
respective successors in interest of any of the foregoing.
Section
5. Stock
(a)
The KO
Common Stock to be issued, transferred and/or sold under the Plan shall be made
available from authorized and unissued KO Common Stock or from the Company’s
treasury shares. The total number of shares of KO Common Stock that may be
issued or transferred under the Plan pursuant to Options granted thereunder may
not exceed 140,000,000 shares (subject to adjustment as described below);
provided, however, that in no event shall the number of shares of KO Common
Stock that may be issued, transferred or sold under the Plan exceed 5% of the
number of shares of KO Common Stock outstanding on a given date. Such
number of shares shall be subject to adjustment in accordance with Section
10.
(b)
Shares
Counted Against Limitation. If an Option is exercised by
delivery, sale or attestation of Shares of KO Common Stock under
Section 6, or if the tax withholding obligation is satisfied by withholding or
selling Shares of KO Common Stock under Section 6, the number of Shares of KO
Common Stock deemed to have been issued under the Plan (for purposes of the
limitation set forth in this section) shall be the number of Shares of KO
Common Stock that were subject to the Option or portion thereof so
exercised and not the net number of shares of KO Common Stock actually issued
upon such exercise.
(c)
Lapsed
Awards. If an Option: (i) expires; (ii) is terminated, surrendered,
or canceled without having been exercised in full; or (iii) is otherwise
forfeited in whole or in part, then the unissued shares of KO Common Stock that
were subject to such Option and/or such surrendered, canceled, or forfeited
Shares of KO Common Stock shall become available for future grant under the
Plan.
Section
6. Awards of Options
Except as otherwise specifically
provided in this Plan, Options granted pursuant to the Plan shall be subject to
the following terms and conditions:
(a) Option Price. The option
price shall be no less than 100% of the fair market value of the KO Common Stock
on the date of grant. The fair market value of a share of KO Common Stock shall
be the average of the high and low market prices at which a share of KO Common
Stock shall have been sold on the date of grant, or on the next preceding
trading day if such date was not a trading date, as reported on the New York
Stock Exchange Composite Transactions listing.
(b) Payment of Option
Price. The option price shall be paid in full at the time of
exercise, except as provided in the next two sentences. The cashless
exercise method is permitted for any Options granted under this Plan, unless
prohibited by law in a particular jurisdiction. If an exercise is
executed by the plan administrator using the cashless method, the exercise price
shall be paid in full no later than the close of business on the third Business
Day following the exercise.
Payment may be in cash or, upon
conditions established by the Committee, by delivery of shares of KO Common
Stock owned by the optionee for at least six months prior to the date of
exercise.
The optionee, if a U.S. taxpayer, may
elect to satisfy Federal, state and local income tax liabilities due by reason
of the exercise by the withholding of shares of KO Common Stock.
If shares are delivered to pay the
option price or if shares are withheld for U.S. taxpayers to satisfy such tax
liabilities, the value of the shares delivered or withheld shall be computed on
the basis of the reported market price at which a share of KO Common Stock most
recently traded prior to the time the exercise order was processed. Such price
will be determined by reference to the New York Stock Exchange Composite
Transactions listing.
(c) Exercise May Be Delayed
until Withholding is Satisfied. The Company may refuse to
recognize the exercise of an Option if the optionee has not made arrangements
satisfactory to the Company to satisfy the tax withholding that the Company
determines is necessary to comply with applicable requirements.
(d) Duration of
Options. The duration of Options shall be determined by the
Committee, but in no event shall the duration of an Option exceed ten years from
the date of its grant.
(e) Vesting. Options shall
contain such vesting terms as are determined by the Committee, at its sole
discretion, including, without limitation, vesting upon the achievement of
certain specified performance targets. In the event that no vesting
determination is made by the Committee, Options shall vest as follows: (1) 25%
on the first anniversary of the date of the grant; (2) 25% on the second
anniversary of the date of the grant; (3) 25% on the third anniversary of the
date of the grant; and (4) 25% on the fourth anniversary of the date of the
grant.
(f) Other Terms and
Conditions. Options may contain such other provisions, not
inconsistent with the provisions of the Plan, as the Committee shall determine
appropriate from time to time; provided, however, that, except in the event of a
Change in Control, Disability or death of the optionee, no grant shall provide
that an Option shall be exercisable in whole or in part for a period of twelve
months from the date on which the Option is granted. The grant of an Option to
any employee shall not affect in any way the right of the Company and any
Related Company to terminate the employment of such employee.
(g) ISOs. The
Committee, with respect to each grant of an Option to an optionee, shall
determine whether such Option shall be an ISO, and, upon determining that an
Option shall be an ISO, shall designate it as such in the written instrument
evidencing such Option. If the written instrument evidencing an Option does not
contain a designation that it is an ISO, it shall not be an ISO.
The aggregate fair market value
(determined in each instance on the date on which an ISO is granted) of the KO
Common Stock with respect to which ISOs are first exercisable by any optionee in
any calendar year shall not exceed $100,000 for such optionee (or such other
time limit as may be required by the Internal Revenue Code of 1986, as amended).
If any subsidiary or Majority-Owned Related Company of the Company shall adopt a
stock option plan under which options constituting ISOs may be granted, the fair
market value of the stock on which any such incentive stock options are granted
and the times at which such incentive stock options will first become
exercisable shall be taken into account in determining the maximum amount of
ISOs which may be granted to the optionee under this Plan in any calendar
year.
Section
7. Nontransferability of Options
No Option granted pursuant to the Plan
shall be transferable otherwise than by will or by the laws of descent and
distribution. During the lifetime of an optionee, the Option shall be
exercisable only by the optionee personally or by the optionee’s legal
representative.
|
Section
8.
|
Effect
of Termination of Employment, Other Changes of Employment or Employee
Status, Death, or a Change in
Control
|
(a) The
following chart describes the impact on vesting and the exercise period of
certain events:
|
Event
|
Impact
on Vesting
|
Impact
on Exercise Period
|
|
Employment
terminates upon Disability.
|
All
Options become immediately vested.
|
Option
expiration date provided in grant continues to apply.
|
|
Employment
terminates after attaining age 60 and completing 10 Years of
Service.
|
Options
held at least 12 months become immediately vested; Options held less than
12 months are forfeited.
|
Option
expiration date provided in grant continues to apply.
|
|
Employment
terminates upon death.
|
All
Options become immediately vested.
|
Right
of executor, administrator of estate (or other transferee permitted by
Section 7) to exercise Options terminates on earlier of (1)
five years from the date of death, or (2) the Option expiration date
provided in the grant.
|
|
Employment
terminates upon Change in Control.
|
All
Options become immediately vested.
|
Option
expiration date provided in grant continues to apply.
|
|
Employment
terminates for any other reason.
|
Unvested
Options are forfeited.
|
Expires
upon earlier of (1) six months from termination date, or (2) the Option
expiration date provided in the grant.
|
|
US
military leave
|
Vesting
continues during leave.
|
Option
expiration date provided in the grant continues to
apply.
|
|
US
FMLA leave of absence
|
Vesting
continues during leave.
|
Option
expiration date provided in the grant continues to
apply.
|
|
Optionee’s
employer is no longer a Related Company (this constitutes a termination of
employment under the Plan, effective the date the Company’s investment
falls below 20%).
|
Unvested
Options are forfeited.
|
Expires
upon earlier of (1) six months from termination date or (2) Option
expiration date provided in the grant.
|
|
Employment
moves to Related Company
|
Vesting
continues after move.
|
Option
expiration date provided in the grant continues to
apply.
|
|
Death
after employment has
terminated
but before option has expired. Note: Termination of employment may have
resulted in a change to the original Option expiration date provided in
the grant.
|
Not
applicable
|
Right
of executor, administrator of estate (or other transferee permitted by
Section 8) terminates on earlier of (1) five years from the date of death,
or (2) the Option expiration date that applied at the date of
death.
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In the case of other leaves of absence
not specified above, optionees will be deemed to have terminated employment (so
that Options unvested will expire and the option exercise period will end on the
earlier of six months from the date the leave began or the option expiration
date provided in the grant), unless the Committee identifies a valid business
interest in doing otherwise, in which case it may specify what provisions it
deems appropriate at its sole discretion; provided that the Committee shall have
no obligation to consider any such matters.
(b) Committee
Discretion to Establish Different Terms. Notwithstanding the
foregoing provisions, the Committee may, at its sole discretion, establish
different terms and conditions pertaining to the effect of an optionee’s
termination on the expiration or exercisability of Options at the time of grant
or (with the consent of the affected optionee) on the expiration or
exercisability of outstanding Options. However, no Option can have a
term of more than ten years.
Section
9. No Rights as a Shareowner
An optionee or a transferee of an
optionee pursuant to Section 7 shall have no right as a shareowner with respect
to any KO Common Stock covered by an Option or receivable upon the exercise of
an Option, until the optionee or transferee shall have become the holder of
record of such KO Common Stock. No adjustments shall be made for
dividends in cash or other property or other distributions or rights in respect
to such KO Common Stock covered by any Option for which the record date is prior
to the date on which the optionee or transferee shall have in fact become the
holder.
Section
10. Adjustment in the Number of Shares and in Option and
Exercise Price
In the event there is any change in the
shares of KO Common Stock through the declaration of stock dividends, or stock
splits, or through recapitalization or merger or consolidation or combination of
shares or spin-offs or otherwise, the Committee or the Board shall make an
appropriate adjustment in the number of shares of KO Common Stock available for
Options as well as the number of shares of KO Common Stock subject to any
outstanding Option and the Option price thereof. Any such adjustment may provide
for the elimination of any fractional shares, which might otherwise become
subject to any Option, without payment therefor.
Section
11. Amendments, Modifications and Termination of the
Plan
The Board or the Committee may
terminate the Plan at any time. From time to time, the Board or the Committee
may suspend the Plan, in whole or in part. From time to time, the Board or the
Committee may amend the Plan, in whole or in part, including the adoption of
amendments deemed necessary or desirable to qualify the Options under the laws
of various countries (including tax laws) and under rules and regulations
promulgated by the Securities and Exchange Commission with respect to optionees
who are subject to the provisions of Section 16 of the 1934 Act, or to correct
any defect or supply an omission or reconcile any inconsistency in the Plan or
in any Option granted thereunder, or for any other purpose or to any effect
permitted by applicable laws and regulations, without the approval of the
shareowners of the Company. However, in no event may additional shares of KO
Common Stock be allocated to the Plan or any outstanding option be repriced or
replaced without shareowner approval. Without limiting the foregoing, the Board
or the Committee may make amendments applicable or inapplicable only to
participants who are subject to Section 16 of the 1934 Act.
No amendment or termination or
modification of the Plan shall in any manner affect any Option theretofore
granted without the consent of the optionee, except that the Committee may amend
or modify the Plan in a manner that does affect Options theretofore granted upon
a finding by the Committee that such amendment or modification is in the best
interest of holders of outstanding Options affected thereby. Grants of ISOs may
be made under this Plan until February 20, 2018 or such earlier date as this
Plan is terminated, and grants of NSOs may be made until all of the 140,000,000
shares of KO Common Stock authorized for issuance hereunder (adjusted as
provided in Sections 5 and 10) have been issued or until this Plan is
terminated, whichever first occurs. The Plan shall terminate when there are no
longer Options outstanding under the Plan, unless earlier terminated by the
Board or by the Committee.
Section
12. Governing Law
Except to
extent preempted by Federal Law, this Plan shall be construed, governed and
enforced under the laws of the State of Delaware (without regard to the
conflicts of law principles thereof) and any and all disputes arising under this
Plan are to be resolved exclusively by courts sitting in
Delaware.
ADDENDUM
France
Options
granted under The Coca-Cola Company 2008 Stock Option Plan to employees based in
France (the "Employees") of the Related Companies (as defined) of The Coca-Cola
Company (the “Company”) may be granted under the terms of this Addendum as
follows:
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1)
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Notwithstanding
any other provision of the Plan, options granted to any Employee who is a
consultant, an "Administrateur," or a member of the "Conseil de
Surveillance," as these terms are defined in French Corporate law, and who
does not have a work contract with the Company or its Related Companies
will be deemed to have not been granted an option pursuant to this
Addendum.
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2)
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Notwithstanding
any other provision of the Plan, the number of options offered through the
Plan cannot exceed one third of the capital of the
Company.
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3)
|
Notwithstanding
any other provision of the Plan, any option with an exercise price on the
date of grant of the option that is less than 80% of the average of the
market value of the underlying share during the 20 trading days preceding
the date of grant shall be deemed to have not been granted under this
Addendum.
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4)
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Notwithstanding
any other provision of the Plan, options cannot be granted during the 20
trading days after the payment of a dividend or after an increase of
capital reserved to the
shareholders.
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5)
|
Notwithstanding
any other provision of the Plan, no options can be granted during the 10
trading days preceding or following the publication of the annual
financial consolidated account or the annual financial
statement.
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6)
|
Notwithstanding
any other provision of the Plan, no options can be granted during the
period starting the date the corporate management of the company is aware
of information the publication of which could have a substantial
consequence on the fair market value of the shares and ending 10 trading
days after the publication of this
information.
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7)
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Notwithstanding
any other provision of the Plan, the exercise price of an option shall be
adjusted only upon the occurrence of the events specified under July 24,
1966 corporate law (section 208-5) in accordance with French law. Any
reduction by the Company, to the exercise price of an outstanding and
unexercised option previously issued under this Addendum, to the current
fair market value of the underlying share shall be deemed to not have been
an option granted under this
Addendum.
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8)
|
Notwithstanding
any other provision of the Plan, to the extent an option was exercisable
by an Employee at the time of his death, such option shall remain
exercisable for a maximum period of 6 months from the date of the
Employee’s death
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THE
COCA-COLA COMPANY
1999
STOCK OPTION PLAN
STOCK
OPTION AGREEMENT
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.
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When options can be
exercised
.
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(i)
|
No
option may be exercised until it has
vested.
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(ii)
|
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)
|
The
Plan describes the impact upon vesting and the expiration of options of
the following events: death, Disability, 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)
|
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)
|
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)
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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.
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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:
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(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.
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(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.
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(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.
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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.
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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.
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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.
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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.
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(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.
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(e)
Comply with
additional restrictions
. The optionee agrees that the
Compensation Committee of the Board of Directors of KO (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.
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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.
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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:
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(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
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(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,
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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.
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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.
|
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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.
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5.
|
[
Agreement to retain
net shares until separation
. The optionee
expressly agrees as a condition of this grant that optionee will not sell
any shares obtained upon exercise of the options until after the optionee
ceases to be employed by the Company or a Related Company, except to pay
optionee’s taxes related to the options. For this purpose,
“taxes” means all federal, state and local income taxes, all social
security, Medicare and other mandatory social taxes, and wealth
taxes. Nothing in this paragraph shall be construed to limit
the optionee’s ability to execute a cashless exercise.] – [Optional
Provision if Required by Compensation
Committee]
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6.
|
Stock ownership
guidelines and agreement to retain net shares
. If the
optionee is subject to KO’s stock ownership guidelines, the optionee
expressly agrees as a condition of this grant that if optionee has not met
the applicable stock ownership guidelines within the time prescribed
therein, optionee will not sell the number of shares obtained upon
exercise of the options (after paying taxes and the exercise price, if
applicable) until the optionee has satisfied the optionee's share
ownership guidelines and then only shares in excess of those
guidelines. For this purpose, “taxes” means all federal, state
and local income taxes, all social security, Medicare and other mandatory
social taxes, and wealth taxes. Nothing in this paragraph shall
be construed to limit the optionee’s ability to execute a cashless
exercise.
|
7.
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.
8.
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.
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9.
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.
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10.
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;
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(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;
|
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(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;
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(d)
|
participation
in the Plan is voluntary and may be
occasional;
|
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(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;
|
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(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;
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(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;
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(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;
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(i)
|
the
future value of the shares purchased under the Plan is unknown and cannot
be predicted with certainty;
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(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;
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(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)
|
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)
|
the
terms of the optionee’s employment with KO do not include the grant of
stock options; and
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(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.
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11.
Governing
law
. This Agreement has been made in and shall be construed
under and in accordance with
the
laws of the State of Delaware, USA.
12.
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 [Date],
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;
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(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;
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(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;
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(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
–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.
THE
COCA-COLA COMPANY
2002
STOCK OPTION PLAN
STOCK
OPTION AGREEMENT
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 2002 Stock Option Plan (the "Plan"):
|
|
number of options
granted, each for one share of KO common stock
:
|
|
|
option exercise price
per share
:
$
|
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
.
|
|
(i)
|
No
option may be exercised until it has
vested.
|
|
|
(ii)
|
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.
|
|
(iii)
|
The
Plan describes the impact upon vesting and the expiration of options of
the following events: death, Disability, 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.
|
|
(iv)
|
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.
|
|
(v)
|
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.
|
|
(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.
|
|
|
(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
Compensation Committee of the Board of Directors of KO (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
grain
. 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,
2
|
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
|
[
Agreement to retain
net shares until separation
. The optionee
expressly agrees as a condition of this grant that optionee will not sell
any shares obtained upon exercise of the options until after the optionee
ceases to be employed by the Company or a Related Company, except to pay
optionee’s taxes related to the options. For this purpose,
“taxes” means all federal, state and local income taxes, all social
security, Medicare and other mandatory social taxes, and wealth
taxes. Nothing in this paragraph shall be construed to limit
the optionee’s ability to execute a cashless exercise.] – [Optional
Provision if Required by Compensation
Committee]
|
|
6.
|
Stock ownership
guidelines and agreement to retain net shares
. If the
optionee is subject to KO’s stock ownership guidelines, the optionee
expressly agrees as a condition of this grant that if optionee has not met
the applicable stock ownership guidelines within the time prescribed
therein, optionee will not sell the number of shares obtained upon
exercise of the options (after paying taxes and the exercise price, if
applicable) until the optionee has satisfied the optionee's share
ownership guidelines and then only shares in excess of those
guidelines. For this purpose, “taxes” means all federal, state
and local income taxes, all social security, Medicare and other mandatory
social taxes, and wealth taxes. Nothing in this paragraph shall
be construed to limit the optionee’s ability to execute a cashless
exercise.
|
7.
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.
8.
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 regulationof any
governmental agency having
jurisdiction,
KO reserves the right to refuse to issue or transfer that
KO
common stock.
|
9.
|
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.
|
10.
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.
|
11.
Governing
law
. This Agreement has been made in and shall be construed
under and in accordance with
the laws
of the State of Delaware, USA.
12.
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 [Date],
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
–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.
THE
COCA-COLA COMPANY
2008
STOCK OPTION PLAN
STOCK
OPTION AGREEMENT
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 2008 Stock Option Plan (the "Plan"):
|
|
number of options
granted, each for one share of KO common stock
:
|
|
|
option exercise price
per share
:
$
|
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
.
|
|
(i)
|
No
option may be exercised until it has
vested.
|
|
|
(ii)
|
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.
|
|
|
(iii)
|
The
Plan describes the impact upon vesting and the expiration of options of
the following events: death, Disability, 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.
|
|
|
(iv)
|
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.
|
|
|
(v)
|
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.
|
|
(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.
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(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.
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(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.
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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.
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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.
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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.
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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.
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(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.
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(e)
Comply with
additional restrictions
. The optionee agrees that the
Compensation Committee of the Board of Directors of KO (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.
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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.
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4
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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:
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(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
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(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
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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.
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5.
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[
Agreement to retain
net shares until separation
. The optionee
expressly agrees as a condition of this grant that optionee will not sell
any shares obtained upon exercise of the options until after the optionee
ceases to be employed by the Company or a Related Company, except to pay
optionee’s taxes related to the options. For this purpose,
“taxes” means all federal, state and local income taxes, all social
security, Medicare and other mandatory social taxes, and wealth
taxes. Nothing in this paragraph shall be construed to limit
the optionee’s ability to execute a cashless exercise.] – [Optional
Provision if Required by Compensation
Committee]
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6.
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Stock ownership
guidelines and agreement to retain net shares
. If the
optionee is subject to KO’s stock ownership guidelines, the optionee
expressly agrees as a condition of this grant that if optionee has not met
the applicable stock ownership guidelines within the time prescribed
therein, optionee will not sell the number of shares obtained upon
exercise of the options (after paying taxes and the exercise price, if
applicable) until the optionee has satisfied the optionee's share
ownership guidelines and then only shares in excess of those
guidelines. For this purpose, “taxes” means all federal, state
and local income taxes, all social security, Medicare and other mandatory
social taxes, and wealth taxes. Nothing in this paragraph shall
be construed to limit the optionee’s ability to execute a cashless
exercise.
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7.
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.
8.
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.
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9.
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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.
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10.
Additional
consents
. The optionee consents and acknowledges
that:
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(a)
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the
Plan is discretionary in nature, and KO can amend, cancel or terminate it
at any time;
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(b)
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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;
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(c)
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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;
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(d)
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participation
in the Plan is voluntary and may be
occasional;
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(e)
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the
value of the options is an extraordinary item of compensation, which is
outside the scope of the optionee’s employment contract, if
any;
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(f)
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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;
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(g)
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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;
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(h)
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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;
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(i)
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the
future value of the shares purchased under the Plan is unknown and cannot
be predicted with certainty;
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(j)
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(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;
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(k)
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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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11.
Governing
law
. This Agreement has been made in and shall be
construed under and in accordance with
the laws
of the State of Delaware, USA.
12.
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 [Date], 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
–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.
