EXHIBIT 10.8
THE COCA-COLA COMPANY
1989 RESTRICTED STOCK AWARD PLAN
(As Amended through February 17, 2000)
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 (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 17, 1996) 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 shall be members of the Board who are not eligible to
participate in the Plan for at least one year prior to the time they become
members of the Committee. Eligibility requirements for members of the Committee
shall comply with Rule 16b-3 promulgated pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or any successor rule or regulation.
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), which number represents the number of shares originally authorized in the
Plan, adjusted for 2-for-1 stock splits which occurred on May 1, 1990, May 1,
1992 and May 1, 1996, less the number of shares already issued pursuant to the
Plan as of October 1, 1996. 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 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
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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.
(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
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 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; 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) Awards may contain such other provisions, not inconsistent with the
provisions of the Plan, as the Committee shall determine appropriate from time
to time.
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
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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 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
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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 stock holders 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
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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