EXHIBIT 99.2
RESTRICTED STOCK AGREEMENT
The Coca-Cola Company (the "Company") hereby agrees to award to the
recipient named below (the "Recipient") on the date set forth below ("Grant
Date") the number of shares of Common Stock, $.25 par value, of the Company (the
"Shares"), in accordance with and subject to the terms, conditions and
restrictions of this Agreement. If the conditions described below are satisfied,
such award will be made under the terms of The Coca-Cola Company 1989 Restricted
Stock Award Plan (the "Plan"), as amended, on the Grant Date.
Name of Recipient: XXXXXXXXXX
Target Award: XX,XXX Shares
Relevant Dates: The following dates are applicable for this Agreement:
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Agreement Date -------------------------------
Acceptance Date -------------------------------
Performance Period -------------------------------
Grant Date (Issue Date) -------------------------------
Vesting Period -------------------------------
Release Date -------------------------------
*
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Performance Criteria: The following performance criteria must be met
for an award of Shares to be made under this Agreement. The number of
Shares awarded on the Grant Date shall be determined from the Target
Award and the following schedule:
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Compound Annual Growth in Earnings Percentage of Target Award
Per Share during the Performance Period to be Granted
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% (Maximum Award) 150%
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% 125%
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% (Target Award) 100%
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% 83%
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% 66%
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% (Minimum Award) 50%
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Less than % 0
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The performance criteria shall be: compound annual growth in earnings per share.
Earnings per share shall be defined as:
Numerator: the numerator set forth in the definition of diluted
earnings per share under United States Generally
Accepted Accounting Principles (U.S. GAAP)
(Financial Accounting Standard 128 and/or applicable
standards and interpretations in effect for the year),
excluding items as defined below.
divided by
Denominator: the denominator set forth in the definition of diluted
earnings per share under U.S. GAAP (Financial Accounting
Standard 128 and/or applicable standards and
interpretations in effect for the year).
The calculation of compound annual growth in earnings per share shall be
adjusted for significant structural changes, accounting changes, and other
operating and non-operating charges and gains disclosed separately in the
year-end earnings release or other Company public communications for the base
year and each year of the Performance Period. The intent of this adjustment is
to provide a consistent year-to-year comparison of performance on the specified
measure.
Compound annual growth rate in earnings per share shall be rounded to the
nearest whole percentage point.
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TERMS AND CONDITIONS OF THIS AGREEMENT
(1) If all of the conditions set forth in this Agreement are satisfied, an
award of restricted Shares under the Plan will be made to the Recipient
on the Grant Date. No Shares will be delivered to the Recipient or
transferred into the Recipient's name until the Grant Date and the
Recipient shall have no rights to any Shares or any rights associated
with such Shares (such as dividends or voting rights) until the Grant
Date. Shares will be delivered to the Recipient or the Recipient's estate
on the Release Date indicated above on which the Shares cease to be
subject to risk of forfeiture pursuant to the terms of this Agreement and
the terms of the Plan, subject to all terms and conditions set forth in
this Agreement.
If the Recipient is resident outside of the United States on the Grant
Date, the Compensation Committee (or its designee), in its sole
discretion, may select an alternate Grant Date which is not later than
the Release Date. If the Compensation Committee (or its designee) selects
such an alternate Grant Date, the Recipient will receive from Recipient's
employer a cash payment, less all applicable taxes, equal to the dividend
that would be paid on an equivalent number of shares of Company Stock,
beginning at the time a dividend would have been paid had Shares been
Granted on the original Grant Date listed above.
(a) Performance Conditions for the Award. An award of restricted Shares
on the Grant Date shall be made only if the Recipient is, and has
continuously been, employed by the Company or a Related Company
since the date of this Agreement, except as provided in paragraph
(1)(c). In addition, the award shall be made only if (and to the
extent) that the Performance Criteria, set forth above, are
satisfied during the Performance Period. The Controller of the
Company and the Compensation Committee shall certify whether, and to
what extent, the Performance Criteria have been achieved.
(b) Conditions for Release of the Award. The Shares shall be delivered
on the Release Date only if the Recipient, on the Release Date, is,
and has continuously been since the date of this Agreement, employed
by the Company or a Related Company, except as provided in paragraph
(1)(c).
(c) Separation from the Company. If any of the circumstances listed
below occur prior to the Release Date, the terms of this
subparagraph shall apply. The following table describes the
Recipient's treatment depending on the reason for the Recipient's
separation from the Company and the timing of the event.
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- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
During the Performance Period Between the end of the Performance Period Between the Grant Date
and the Grant Date and the Release Date
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
Death - The Performance Period shall - If the Performance Criteria have Shares granted will be
be shortened to the beginning of not been met, there shall be no released within 90 days
the original Performance Period award. following the Recipient's
through the end of the year of - If the Performance Criteria are death.
death. met, instead of an award of Shares,
- If the Performance Criteria the Recipient's estate shall be paid
are met during the shortened a cash amount equal to the value of
Performance Period, instead of an the Shares that would have been
award of Shares, the Recipient's awarded on the Grant Date. The
estate shall be paid a cash value shall be determined as of the
amount equal to the value of the later of the Grant Date or the date
Shares that would have been of death.
awarded on the Grant Date,
prorated as described below. The
value shall be determined as the
date of the February Compensation
Committee meeting following the
year of death.
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
Disability - The Performance Period - If the Performance Criteria have Shares granted will be
continues. not been met, there shall be no released within 90 days
- At the end of the Performance award. following the
Period, there will be no Award - If the Performance Criteria are Recipient's disability.
unless, and to the extent that, met, instead of an award of Shares,
the Performance Criteria are met. the Recipient shall be paid a cash
- If the Performance Criteria amount equal to the value of the
are met, instead of an award of Shares that would have been awarded,
Shares, the Recipient shall be with the value determined as of the
paid a cash amount equal to the Grant Date.
value of the Shares that would
have been awarded, prorated as
described below, with the value
determined as of the Grant Date.
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
Retirement - A grant of the target number - If the Performance Criteria have Shares granted will be
of Shares, prorated as described not yet been certified, a grant of released within 90 days
below, will be made 30 days prior the target number of Shares will be following the
to the Recipient's Retirement made 30 days prior to the Recipient's Retirement
date (or on the closest business Recipient's Retirement date (or on date.
day thereto). The Shares will the closest business day thereto).
remain subject to forfeiture for The Shares will remain subject to
the remainder of the Performance forfeiture until the Performance
Period. Criteria are certified.
- At the end of the Performance - Once the Performance Criteria
Period, the applicable number of are certified, the applicable number
Shares shall be released if, and of Shares shall be released if, and
to the extent that, the to the extent that, the Performance
Performance Criteria are met. Criteria are met. Any nonforfeited
- Recipient must notify Company Shares shall be released within 90
of intent to retire 90 days prior days following the date the Performance
to retirement. Criteria are certified.
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
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- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
Transfer to a - The Performance Period and - If the Performance Criteria have - Vesting Period
Related Company Vesting Period continues. not been met, there shall be no continues.
- At the end of the Performance award. - Shares granted will be
Period, there will be no Award - If the Performance Criteria are released on the Release
unless, and to the extent that, met, the Vesting Period continues. Date, provided all other
the Performance Criteria are met. Provided that the Recipient terms and conditions are
- If the Performance Criteria continues to be employed by a satisfied and Recipient
are met, instead of an award of Related Company until the Release continues to be employed
Shares, the Recipient shall be Date, instead of an award of Shares, by a Related Company until
paid a cash amount equal to the the Recipient shall be paid a cash the Release Date
value of the Shares that would amount equal to the value of the
have been awarded, prorated as Shares that would have been awarded,
described below, paid on the with the value determined as of the
Release Date, with the value Release Date.
determined as of the Release Date.
In order to receive any payment,
the Recipient must continue to be
employed by a Related Company until
the Release Date.
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
Involuntary - Awards held less than 12 - If the Performance Criteria have A prorated number of
Separation months from the date of not been met, there shall be no Shares (prorated based
(other than for Involuntary Separation shall be award. on the number of months
Cause) forfeited. - If the Performance Criteria have between the beginning
- For all other awards, the been met, Recipient shall be paid a of the performance
Performance Period continues. cash amount equal to the value of a period and the date of
- At the end of the Performance prorated number of Shares that would separation), will be
Period, there will be no award have been awarded (prorated based on released within 90 days
unless, and to the extent that, the number of months between the of the date of involunary
the Performance Criteria are beginning of the performance period separation.
met. and the date of separation) with the
- If the Performance Criteria are value determined as of the later of
met, instead of an award of Shares, the Grant Date or the date of
the Recipient shall be paid a cash separation.
amount equal to the value of 50% of
the Shares that would have been
awarded, prorated as described below,
with the value determined as of the
Grant Date.
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
Voluntary Forfeit entire award Forfeit entire award Forfeit entire award
resignation or
Termination for
Cause
- ------------------ ---------------------------------------- ------------------------------------------- -------------------------
(i) Where a cash payment is provided, the value of the Shares will
be determined using the closing price per share, as reported
on the New York Stock Exchange Composite Transactions listing
on the applicable date (as defined according to the relevant
situation above), or, if the New York Stock Exchange is not
open for trading on such date, the trading date immediately
preceding the applicable date. The cash payment will be
subject to all applicable tax withholdings and made as soon as
administratively feasible.
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(ii) Where references are made to a prorated award in the chart
above, except where otherwise expressly provided, the
proration shall be determined using a fraction, the numerator
of which is the number of whole months between the beginning
of the Performance Period and the date of the event (e.g.,
death, Disability, transfer, involuntary separation or
Retirement) and the denominator being the number of months in
the Performance Period.
(iii) For purposes of determining "Disability," the definition of
"Disability" as contained in Section 5(a) of the Plan is
replaced with the following definition:
"Disability" shall mean a condition for which a Participant
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.
(iv) "Cause" shall mean termination of employment by the Company or
a Related Company which is based on a violation of the
Company's Code of Business Conduct or any other policy of the
Company or its Related Company, or for gross misconduct.
(v) For the purpose of determining "Retirement," the definition of
"Retirement" as contained in Section 5(a) of the Plan is
replaced with the following definition:
"Retirement" means an employee's termination of employment on
a date which is on or after the Recipient attains age 55 and
has completed at least five years of service (service being
defined as Years of Vesting Service under the Company's
Employee Retirement Plan (the "ERP"), whether or not the
employee is covered by the ERP). Notwithstanding the above, if
an employee receiving serial severance benefits would have
been eligible for Retirement as defined above had the employee
continued his employment for a period equal to the period of
the severance benefits, the employee will be deemed retired
under this plan as of the date severance benefits begin.
For purposes of determining whether an award has been held for
at least 12 months and for determining the date of the release
of Shares, the date of Retirement shall be the last day the
Recipient actively works prior to Retirement. The Retirement
date is not extended if the Recipient receives serial
severance benefits.
(vi) If there is more than one reason for separation, the following
provisions apply. A) If a Recipient is eligible for Retirement
and is involuntarily separated (other than for Cause), the
provisions governing Retirement shall
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apply. B) If a Recipient is eligible for Retirement and is
transferred to a Related Company, the provisions governing
transfer to a Related Company shall apply. C) If a Recipient
is disabled and is eligible for Retirement, the provisions
governing Disability shall apply.
(vii) If a Recipient transfers to a Related Company and the Company
deems that the continuation of the Performance Period or any
other terms of this Agreement would create a conflict of
interest, the Company reserves the right to take any actions
with respect to the Shares, including but not limited to
providing a cash payment, releasing Shares at an earlier date
or modifying the Performance Period with respect to such
Recipient.
(viii) For purposes of determining whether an award has been held
for at least 12 months in the case of involuntary separation,
the date of involuntary separation shall be the last day the
Recipient actively works prior to separation. The separation
date is not extended if the Recipient receives serial
severance benefits.
(d) Recipient shall have no rights with respect to the Shares, including
but not limited to rights to sell, vote, exchange, transfer, pledge,
hypothecate or otherwise dispose of the Shares until the Grant Date.
Between the Grant Date and the Release Date, Recipient shall have no
right to sell, exchange, transfer, pledge, hypothecate or otherwise
dispose of the Shares. Except for these restrictions, beginning on
the Grant Date, the Recipient shall, with respect to the Shares, have
all the rights of a stockholder of the Company, including the right
to vote the Shares and to receive all distributions and dividends
paid with respect to the Shares.
(e) The Recipient shall indicate his or her acceptance of this Agreement
by signing and returning this Agreement by the Acceptance Date
indicated above.
(f) In the event that the Company's shares, as a result of a stock split
or stock dividend or combination of shares or any other change or
exchange for other securities, by reclassification, reorganization or
otherwise, are increased or decreased or changed into or exchanged
for a different number or kind of shares of stock or other securities
of the Company or of another corporation, the number of Shares to be
awarded under this Agreement shall be adjusted to reflect such change
in such manner as the Board of Directors of the Company or the
Compensation Committee may deem appropriate. If any such adjustment
shall result in a fractional share, such fraction shall be
disregarded.
(g) The Compensation Committee, in its sole discretion, may reduce the
number of Shares or payments provided to a Recipient under this
Agreement if it determines that a Recipient has failed to meet any
other applicable performance standards (including but not limited to,
compliance with the Company's Code of Business Conduct and any
applicable laws), or if the Recipient owes any money to the Company
or a Related Company and has failed to repay such obligation.
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(2) Each notice relating to this award shall be in writing. All notices to
the Company shall be addressed to the Secretary, The Coca-Cola Company,
One Coca-Cola Plaza, Atlanta, Georgia 30313. All notices to the
Recipient shall be addressed to the address of the Recipient specified
on the face page of this Agreement. Either the Company or the Recipient
may designate a different address by written notice to the other.
Written notice to said addresses shall be effective to bind the
Company, the Recipient and the Recipient's representatives and
beneficiaries.
(3) Taxes.
(a) The Company or a Related Company will assess the requirements
regarding federal, state and/or local taxes, social insurance, and
payroll tax withholding obligations (the "Taxes") in connection with
the Shares awarded under this Agreement, including the presentation
of this Agreement, the Recipient's acceptance of this Agreement, the
determination of the Performance Criteria during the Performance
Period, the award of the restricted Shares on the Grant Date or an
alternate Grant Date, the release of the Shares, any cash payment
awarded under this Agreement, or the subsequent disposition or
transfer of the Shares (the "Potential Tax Events"). The Recipient
acknowledges that these requirements may change from time to time as
laws or interpretations change.
(b) The Recipient shall, on any applicable date corresponding to the
Potential Tax Events, pay to the Company, or make arrangements
satisfactory to the Company, regarding payment of all Taxes. The
Company may require satisfaction of any withholding taxes by
retention of Shares or the delivery of already owned shares of common
stock of the Company in accordance with the procedures determined by
the Director, Executive Compensation. The Company and its Related
Companies shall have the right to deduct from any payment of any kind
otherwise due to such Recipient any Taxes with respect to the Shares,
if any such obligation has not been made by such Recipient.
(c) Irrespective of the Company or a Related Company's action or inaction
with respect to the Taxes, the Recipient hereby acknowledges and
agrees that the ultimate liability for any and all Taxes is and
remains the responsibility and liability of the Recipient or the
Recipient's estate. For Recipients who are International Service
Associates or other international employees, all Taxes remain the
Recipient's responsibility, except as expressly provided in the
Company's International Service Policy and/or Tax Equalization
Policy. Recipient acknowledges that the Company and any Related
Company (i) make no representations or undertaking regarding the
treatment of any Taxes in connection with any Potential Tax Events;
and (ii) do not commit to structure the terms of the award or any
aspect of the transfer of the Shares to reduce or eliminate the
Recipient's liability for Taxes.
(4) The Recipient hereby agrees that (a) any change, interpretation,
determination or modification of this Agreement by the Compensation
Committee shall be final and conclusive for all purposes and on all
persons including the Company and the Recipient; provided, however,
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that with respect to any amendment or modification of the Plan which
affects the award of Shares made hereby, the Compensation Committee
shall have determined that such amendment or modification is in the
best interests of the Recipient of such award; and (b) this Agreement
and the award of Shares shall not affect in any way the right of the
Recipient's employer to terminate or change the employment of the
Recipient.
(5) In the event Recipient engages in a "Prohibited Activity" (as defined
below), at any time during the term of this Agreement, or within one
year after termination of Recipient's employment from the Company or
any Related Company, or within one year after the Release Date,
whichever occurs latest, the Shares shall be forfeited and, if
applicable, any profit or gain associated with the Shares shall be
forfeited and repaid to the Company.
Prohibited Activities are:
(a) Non-Disparagement - making any statement, written or verbal, in any
forum or media, or taking any action in disparagement of the Company
or any Related Company or affiliate thereof, including but not
limited to negative references to the Company 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 the Companhy which Recipient was
involved with during Recipient's employment;
(c) Non-Disclosure of Trade Secrets - failure to hold in confidence all
Trade Secrets of the Company that came into Recipient's knowledge
during Recipient's employment by the Company 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 the Company that came into
Recipient's knowledge during Recipient's employment by the Company 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 the Company and not generally known to the public or to
competitors of the Company;
(e) Return of Materials - failure of Recipient, in the event of
Recipient's termination of employment for any reason, promptly to
deliver to the Company 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 the
Company's business, whether made or compiled by
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Recipient or furnished to Recipient by virtue of Recipient's
employment with the Company or a Related Company, or failure promptly
to deliver to the Company all vehicles, computers, credit cards,
telephones, handheld electronic devices, office equipment, and other
property furnished to Recipient by virtue of Recipient's employment
with the Company 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 Compensation Committee or the Chief Executive Officer
of the Company or any senior officer designated by the Compensation
Committee, is or becomes competitive with the Company; or
(g) Violation of Company Policies - violating any written policies of the
Company or Recipient's employer applicable to Recipient, including
without limitation the Company's insider trading policy.
(6) If any of the terms of this Agreement may in the opinion of the Company
conflict or be inconsistent with any applicable law or regulation of
any governmental agency having jurisdiction, the Company reserves the
right to modify this Agreement to be consistent with applicable laws or
regulations.
(7) Personal Data. The Recipient understands that his or her employer, the
Company or a Related Company hold certain personal information about
the Recipient, 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 Shares awarded,
cancelled, vested, unvested, or outstanding (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 Recipient.
The Recipient hereby provides explicit consent to the Company and any
Related Company to process any such personal data and sensitive
personal data. The Recipient also hereby provides explicit consent to
the Company and any Related Company to transfer any such personal data
and sensitive personal data outside the country in which the Recipient
is employed, and to the United States. The legal persons for whom such
personal data are intended are the Company and any broker company
providing services to the Company in connection with the administration
of the Plan. The Recipient has been informed of his or her right of
access and correction to his or her personal data by applying to the
person identified in paragraph 2.
(8) Additional Consents. The Recipient consents to and acknowledges that:
(a) the Plan is discretionary in nature and the Company can amend, cancel
or terminate it at any time;
(b) these awards and any other awards under the Plan are voluntary and
occasional and do not create any contractual or other right to
receive future awards or benefits in lieu of any awards, even if
similar awards 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 awards are made, the number of
Shares, and the performance and other conditions attached to the
awards, will be at the sole discretion of the Company and/or the
Compensation Committee;
(d) participation in this Plan or program is voluntary;
(e) the value of the Shares and this award is an extraordinary item of
compensation, which is outside the scope of the Recipient's
employment contract, if any;
(f) the Shares, this award, or any income derived therefrom are a
potential bonus payment not paid in lieu of any cash salary
compensation and 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) in the event of involuntary termination of the Recipient's
employment, the Recipient's eligibility to receive Shares or payments
under this Agreement or the Plan, if any, will terminate effective as
of the date that the Recipient is no longer actively employed
regardless of any reasonable notice period mandated under local law,
except as expressly provided in this Agreement;
(h) the future value of the Shares is unknown and cannot be predicted
with certainty;
(i) (for individuals other than employees of the Company) the award has
been made to the Recipient 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 the Company is his or her employer or that he or she has an
employment relationship with the Company;
(j) no claim or entitlement to compensation or damages arises from the
termination of this Agreement or diminution in value of the Shares
and the Recipient irrevocably releases the Company and his or her
employer, if different from the Company, from any such claim that may
arise;
(k) participation in the Plan or this Agreement shall not create a right
to further employment with the Recipient's employer and shall not
interfere with the ability of the Recipient's employer to terminate
the Recipient's employment relationship at any time, with or without
cause;
(l) the Plan and this Agreement set forth the entire understanding
between the Recipient, the Company, and any Related Company regarding
the acquisition of the Shares and supercedes all prior oral and
written agreements pertaining to this award; and
(m) 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
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competent jurisdiction in an action between Recipient and the
Company, each and all of the other provisions of this Agreement shall
remain in full force and effect.
(9) Governing Law. This Agreement has been made in and shall be construed
under and in accordance with the laws of the State of Georgia, USA.
(10) Headings. Paragraph headings are included for convenience and shall not
ffect the meaning or interpretation of this Agreement.
THE COCA-COLA COMPANY
BY: THE COMPENSATION COMMITTEE
------------------------------------
Authorized Signature
I have read the above Agreement and hereby accept the above award under
the terms and conditions of this Agreement and I agree to be bound thereby and
by the actions of the Compensation Committee.
Recipient
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Date:
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STOCK POWER
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto
The Coca-Cola Company (the "Company"), a Delaware corporation (FEIN 58-628465),
shares of the Common Stock of the Company, standing in my name on the
books of the Company, represented by Certificate(s) No(s). herewith,
and do hereby irrevocably constitute and appoint any officer or any duly
authorized representative of the Company attorney to transfer the said stock on
the books of the Company with full power of substitution in the premises.
Dated:
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