THE COCA-COLA COMPANY
1989 RESTRICTED STOCK AWARD PLAN
(As Amended through February 21, 2002)
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 Company as
hereinafter defined. "Retirement", as used herein, shall mean an employee's
2
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.
3
(d) Performance-Based Awards.
1. The Restricted Stock Subcommittee of the Board 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")(the
"Subcommittee") may select from time to time, in its discretion, executive
officers, senior vice-presidents and other key executives of the Company to
receive awards of restricted stock under the Plan, in such amounts as the
Subcommittee 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 Subcommittee 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. At the time of each grant, the Subcommittee 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 Subcommittee 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:
(i) average annual growth in earnings per share;
(ii) increase in share-owner value;
(iii) earnings per share;
(iv) net income;
(v) return on assets;
(vi) return on share-owners' equity;
(vii) increase in cash flow;
(viii) operating profit or operating margins;
(ix) revenue growth of the Company;
(x) operating expenses; and
(xi) quality as determined by the Company's Quality Index.
The Measurement Period will be a period of years, determined by the
Subcommittee 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 will be subject to adjustment as the Subcommittee
may provide in the terms of each award.
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 next following the completion of the Measurement
Period.
4
4. Shares awarded in the form of Performance-Based Awards will be
released only if the Controller of the Company and the Subcommittee certify that
the performance targets have been achieved during the Measurement Period.
5. 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) The receipt of stock subject to an Award shall be eligible for deferral
in accordance with the terms and subject to the conditions of The Coca-Cola
Company Deferred Compensation Plan.
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 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
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 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
6
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.
7