EXHIBIT 10.7
THE COCA-COLA COMPANY
1983 RESTRICTED STOCK AWARD PLAN
(As Amended through February 17, 2000)
SECTION 1. PURPOSE
The purpose of the 1983 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 (the "Awards", or singly, an "Award") and
through reimbursement by the Company of amounts payable by such persons as
a consequence of any such Award (the "Cash Amount"). 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") from among
its members and shall be comprised of not less than three (3) members of the
Board. Unless and until its members are not qualified to serve on the
Committee pursuant to the provisions of the Plan, the Compensation Committee
of the Board shall function as the Committee. Members of the Committee shall
be members of the Board who are not eligible to participate under the Plan and
who have not been eligible to participate in the Plan for at least one year
prior to the time they become members of the Committee. 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 but 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 24,000,000 shares (which number reflects stock splits
subsequent to adoption of the Plan). Such numbers of shares shall be 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.
SECTION 4. ELIGIBILITY
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. 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.
SECTION 5. AWARDS
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 by the employee prior to the date of the grant and shall be
subject to the following terms and conditions:
(a) The Stock subject to an Award shall be forfeited to the
Company if the employment of the employee by the Company or a Related
Company terminates for any reason (including, but not limited to,
termination by the Company, with or without cause) other than death,
"Retirement", as hereinafter defined, provided that such Retirement occurs
at least five (5) years from the date of grant of an Award and also provided
that the employee has attained the age of 62, or disability (within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended),
prior to a "Change in Control" of the Company as hereinafter defined.
"Retirement", as used herein, shall mean an employee's voluntarily leaving
the employ of the Company or a Related Company on a date which is on or after
the earliest date on which such employee would be eligible for an immediately
payable benefit pursuant to (i) for those employees eligible for participation
in the Company's Supplemental Retirement Plan, the terms of that Plan and
(ii) for all other employees, the terms of the Employees Retirement Plan (the
"ERP") assuming such employees were eligible to participate in the ERP.
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(b) If at any time the recipient Retires 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, dies or becomes
disabled, or in the event of a "Change in Control" of the Company, as
hereinafter defined, prior to such Retirement, death or disability, such
recipient shall be entitled to retain the number of shares subject to the
Award. A "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 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act") as in effect on November 15, 1988, 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) 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 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; 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; 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.
(c) Within sixty (60) days of the date of death, disability or
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, and immediately upon a "Change in Control" as described in
subparagraphs (a) and (b) of this Section 5, the Company shall pay to the
recipient of an Award an amount equal to the Cash Amount less any amounts
required by law to be withheld with respect to the Award and the Cash Amount,
such Cash Amount not to exceed the federal, state and local taxes such
recipient must pay as a result of the fair market value of the Award being
included in income for federal, state and local income tax purposes. For
purposes of this subparagraph 5(c) the fair market value of an Award shall be
the average of the high and low market prices at which a share of Stock
shall have been sold on the date of death, disability, such Retirement or
a Change in Control, or on the next preceding trading day, if such date is
not a trading day, as reported on the New York Stock Exchange--Composite
Transactions listing or as otherwise determined by the Committee.
(d) Awards may contain such other provisions, not inconsistent
with the provisions of the Plan, as the Committee shall determine appropriate
from time to time.
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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 such adjustment, if any, as it may deem appropriate
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 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
subparagraph (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 (not including withholding owed on payment of the
Cash Amount) by employees. For all other Awards, whether granted before or
after this paragraph 9(c) was added to this Plan, tax withholding
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obligations (not including withholding owed on payment of the Cash
Amount) 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 Securities Exchange Act of 1934, 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. 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
The Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the State of Georgia and construed in
accordance therewith.
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