Exhibit 10.4
THE COCA-COLA COMPANY
2002 STOCK OPTION PLAN
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
"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 share owners 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; or (iv) the share owners of the Company approve any merger or
consolidation to which the Company is a party as a result of which the persons
who were share owners 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
times as a Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.
"Board" means the Board of Directors of the Company.
"Committee" means a committee appointed by the Board of Directors in
accordance with the Company's By- Laws from among its members. Unless and until
its members are not qualified to serve on the Committee pursuant to the
provisions of the Plan, the Stock Option Subcommittee of the Compensation
Committee of the Board shall function as the Committee. Eligibility requirements
for members of the Committee shall comply with Rule 16b-3 under the 1934 Act, or
any successor rule or regulation.
"Disabled" or "Disability" means the optionee meets the definition of
"disabled" under the terms of the Company's Long Term Disability Income Plan in
effect on the date in question, whether or not the optionee is covered by such
plan.
"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 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.
"Retire" means to enter Retirement.
"Retirement" means an employees termination of employment 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 Employee Retirement Plan
(the "ERP"), whether or not the employee is covered by the ERP.
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
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
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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 a given date. Such number of shares shall be
subject to adjustment in accordance with Section 5 and Section 11. KO Common
Stock subject to any unexercised portion of an Option which expires or is
canceled, surrendered or terminated for any reason may again be subject to
Options granted 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 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).
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 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 at an option price
less than 100% of the fair market value of the KO Common Stock on the date
of grant.
(b) Payment. 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.
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(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 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 ISO exceed ten
(10) years from the date of its grant or the duration of an NSO exceed
fifteen (15) 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, Retirement, 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.
(h) Deferral of Gains. Gains associated with any exercise of Options
shall be eligible for deferral in accordance with the terms and subject to
the conditions of The Coca-Cola Company Deferred Compensation Plan.
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.
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Section 9. Effect of Termination of Employment, Other Changes of Employment
or Employee Status, Death, Retirement, 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
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Employment terminates upon All options become immediately Option expiration date provided
Disability. vested. in grant continues to apply.
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Employment terminates upon Options held at least 12 full Option expiration date provided
Retirement. calendar months become in grant continues to apply.
immediately vested; options held
less than 12 full calendar months
are forfeited.
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Employment terminates upon All options become immediately Right of executor, administrator
death. vested. of estate (or other transferee
permitted by Section 8) terminates
terminates on earlier of (1) 12
months from date of death, or
(2) the expiration date provided
in the grant continues to apply.
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Employment terminates upon All Options become immediately Option expiration date provided
Change in Control. vested in grant continues to apply.
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Termination of employment Options continue to vest during Option expiration date provided
where optionee receives the period that the optionee is in grant continues to apply. If
severance payments. receiving severance payments. the optionee is not eligible for
Options held at least 12 full Retirement on, or prior to, the
calendar months at the beginning last severance payment, the Options
of severance become immediately expire upon earlier of (1) 6 months
vested; Options held less than from termination date, or (2) Option
12 full calandar months at the expiration date provided in grant.
beginning of severance are
forfeited.
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Termination of employment Unvested Options are forfeited. Expires upon earlier of (1) 6 months
where optionee does not from terminationdate, or (2) Option
receive severance payments. expiration date provided in grant.
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US Military leave. Vesting continues during leave. Option expiration date provided in
in grant continues to apply.
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Eleemosynary service. Committee's discretion. Committee's discretion.
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US FMLA leave of absence Vesting continues during leave. Option expiration date provided in
grant continues to apply.
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Optionee's employer is no Unvested Options are forfeited. Expires upon earlier of (1) 6 months
longer a Related Company from termination date or (2) Option
(this constitutes a expiration date provided in grant.
termination of employment
under the Plan, effective
the date the Company's
investment falls below
20%).
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Employment transferred to Vesting continues after transfer. Option expiration date provided in
Related Company grant continues to apply.
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Event Impact on Vesting Impact on Exercise Period
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Death after employment has Not applicable Right of executor, administrator of
terminated but before option estate (or other transferee permitted
has expired. Note: Termina- by Section 8) terminates on earlier
tion of employment may have of (1) 12 months from the date of
resulted in a change to the death, or (2) the Option expiration
original Option expiration that applied at the date of death.
date provided in the grant Note: 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 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 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 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 Share Owner
An optionee or a transferee of an optionee pursuant to Section 8 shall have
no right as a share owner 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 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 such adjustment, if any, as it may deem
appropriate 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 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
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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 share owners 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 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
April 17, 2012 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
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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