EXHIBIT 99.1
TCCC FORM
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THE COCA-COLA COMPANY
2002 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Merrill Lynch Account Number: xxxxxxxx
The Coca-Cola Company ("KO") hereby grants to the optionee named below options
to purchase KO common stock at the price per share set forth below, subject to
the provisions of this Agreement together with the provisions of The Coca-Cola
Company 2002 Stock Option Plan (the "Plan"):
optionee's name:
number of options granted, each for one share of KO common stock:
option exercise price per share:
option grant date:
option expiration date:
vesting period:
Capitalized terms not otherwise defined in this Agreement shall have the meaning
provided in the Plan. The Plan is incorporated into, and made a part of, this
Agreement.
1. When options can be exercised.
(a) General provisions.
(i) No option may be exercised until it has vested.
(ii) No option shall vest prior to the first anniversary of the grant
date, except in the event of a Change in Control, death or
Disability, or as described in Section 1(a)(vi).
(iii) The Plan describes the impact upon vesting and the expiration of
options of the following events: death, Disability, Retirement,
Change in Control, various types of leaves of absence,
termination of employment, change in KO's investment in the
optionee's employer which results in the employer no longer
meeting the definition of a Related Company under the Plan, and
transfer of employment to a Related Company.
(iv) Once an option has vested, it may be exercised until it expires.
Unless otherwise provided in the Plan or in this Agreement, the
options expire on the option expiration date noted above. For
individuals located in France, the options will expire on the
earlier of: (a) six months after the date of the optionee's
death, and (b) the option expiration date noted above.
(v) Notwithstanding any provision to the contrary in the Plan or in
this Agreement, in the event of the optionee's violation of
Section 4 below, the options will expire immediately at the time
of such violation.
(vi) Notwithstanding any provision to the contrary in the Plan or in
this Agreement, in the event of the optionee's Retirement all
options will vest. Any portion(s) of the option which is not
vested as of the effective date of the optionee's Retirement will
become immediately vested but will become exercisable only
following the date(s) on which such portion(s) would have become
vested pursuant to the Plan and this Agreement had the optionee
not retired and had continued active employment with KO. Such
accelerated portions(s) shall remain exercisable until the option
expires. Any portion(s) of the option which is vested prior to
the effective date of the optionee's Retirement will remain
available for immediate exercise until the option expires.
(b) Specific provisions. Except as otherwise provided in the Plan or in
this Agreement, one fourth of the number of options covered by this
Agreement shall vest on the first, second, third and fourth
anniversaries of the grant date.
2. How to exercise the options. In order to exercise an option, it must be
vested and must not have expired, and the optionee must do the following:
(a) Pay the option exercise price. The optionee must pay the option
exercise price. The optionee shall be informed of the acceptable form
and method of payment at or before the time the optionee informs KO of
his or her intention to exercise the option. The acceptable forms and
methods of payment of the option exercise price may include payment in
cash, pursuant to a cashless exercise authorized by KO, or by
delivery, through attestation, of shares of KO common stock owned by
the optionee. Not all forms and methods of payment are available in
every country. The value of the shares delivered to pay the option
exercise price shall be computed on the basis of the most recent
reported market price at which a share of KO common stock shall have
been sold prior to the time of processing the optionee's election to
deliver shares in payment of the option price, as reported on the New
York Stock Exchange Composite Transactions listing.
(b) Complete all paperwork. The optionee must complete, sign and return
any paperwork required by KO or by Merrill Lynch, Pierce, Fenner &
Smith ("Merrill Lynch"), or such other agent as may administer the
option program on behalf of KO from time to time.
(c) Pay applicable taxes and fees. The options are not intended to be, and
shall not be treated as, incentive stock options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended.
The optionee must satisfy any tax withholding requirements regarding
any applicable taxes. If the optionee is a U.S. taxpayer, he or she
may elect to satisfy Federal, state and local income tax liabilities
due by reason of the exercise by having shares of KO common stock
withheld. The value of withheld shares shall be computed as described
in paragraph 2(a) above.
The optionee agrees that, should KO or any Related Company in its
reasonable judgment determine that tax withholding is required upon
exercise of the options, and if the optionee has not satisfied such
tax obligation(s), then KO may instruct Merrill Lynch to withhold
and/or sell shares of KO common stock acquired by the optionee upon
exercise of his or her options, or KO may deduct funds equal to the
amount of withholding tax (such amount to be determined by KO) from
the optionee's salary or other funds due to the optionee from KO.
Irrespective of KO's or a Majority Owned Related Company's action or
inaction with respect to taxes or tax withholding, the optionee
acknowledges and agrees that the ultimate liability for any and all
taxes is and remains the responsibility and liability of the optionee
or the optionee's estate. For optionees who are International Service
Associates, all taxes remain the optionee's responsibility, except as
expressly provided in KO's International Service Policy and/or tax
equalization program. Optionee acknowledges that KO and any Related
Company (i) make no representations or undertaking regarding the
amount or timing of any taxes, and (ii) do not commit to structure the
terms of the option or any aspect of the transfer of the shares to
reduce or eliminate the optionee's liability for taxes.
The optionee agrees to pay to Merrill Lynch any costs associated with
the sale of shares of KO common stock acquired upon exercise of the
options (whether such shares are sold to pay the option exercise
price, to satisfy tax withholding requirements or for other reasons).
For employees in Switzerland, the optionee agrees that the taxation of
the options will occur at the time the options are exercised.
(d) Right of set-off. By accepting this Agreement, the optionee agrees
that, should KO or any Related Company in its reasonable judgment
determine that optionee owes KO, any Related Company or any affiliate
any amount due to any loan, note, obligation or indebtedness,
including but not limited to amounts owed to KO pursuant to KO's tax
equalization program or KO's policies with respect to travel and
business expenses, and if the optionee has not satisfied such
obligation(s), then KO may instruct Merrill Lynch to withhold and/or
sell shares of KO common stock acquired by the optionee upon exercise
of his or her options, or KO may deduct funds equal to the amount of
such obligation from the optionee's salary or other funds due to the
optionee from KO.
(e) Comply with additional restrictions. The optionee agrees that the
Committee, or its designee, may, in the exercise of its sole and
absolute discretion at or before the time the optionee informs KO of
his or her intention to exercise the option, establish any additional
conditions or restrictions with respect to the exercise of the option,
including, but not limited to, restrictions on the acceptable form or
method of payment of the option exercise price and restrictions for
failing to promptly submit to KO, any Related Company or any affiliate
thereof, a tax organizer, or such other tax-related documents
reasonably requested by KO or optionee's employer, pursuant to KO's
tax equalization program (if optionee is a participant in such
program). The optionee shall be informed of such restrictions. The
optionee agrees to comply with any such additional conditions or
restrictions.
3. Options are not transferable. The optionee may not transfer the options;
provided that upon the optionee's death the options may be transferred by
will or by the laws of descent and distribution. During the lifetime of the
optionee, the options shall be exercisable only by the optionee personally
or, in the event of the optionee's Disability if a legal representative has
been appointed to act on behalf of the optionee, then by the optionee's
legal representative.
4. Forfeiture of Options and Option Gain. In the event optionee shall engage
in a "Prohibited Activity" (as defined on Schedule A hereto), at any time
during the term of the options, or within one year after termination of
optionee's employment from KO or any Related Company, or within one year
after exercise of all or any portion of the options, whichever occurs
latest, this option shall be rescinded and, if applicable, any gain
associated with any exercise of this option shall be forfeited and repaid
to KO. Accordingly, if the optionee engages in a Prohibited Activity, then:
(a) as of the date that the optionee participates in such Prohibited
Activity, all unexercised portions of this option immediately and
automatically shall terminate, be forfeited, and shall cease to be
exercisable (unless such option has been terminated sooner by
operation of another term or condition of the Plan or this Agreement);
and
(b) within ten days after receiving from KO written notice of the
termination of this option, the optionee shall pay to KO any and all
gains associated with the exercise of all or any portion of this
option, plus interest calculated from the time of such notice through
the date of repayment to KO. The gain associated with the exercise of
any portion of this option shall be the closing price per share on the
date of the exercise thereof, as reported on the New York Stock
Exchange Composite Transactions listing, less the option exercise
price per share shown above, multiplied by the number of options
exercised. Interest shall be calculated using the weighted prime rate
at SunTrust Bank, Atlanta.
Optionee may be released from the effects of this Section 4 if the
Committee determines in its sole discretion that such action is in the
best interest of KO and its stockholders.
Optionee expressly acknowledges and affirms that the foregoing provisions of
this Section 4 are material and important terms of this Agreement, and optionee
expressly agrees that if all or any part or application of the foregoing
provisions of this Section 4 are held or determined to be invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction in
an action between optionee and KO, KO shall be entitled to receive from
optionee, in exchange for the exercise price per share shown above, all shares
of KO common stock acquired by optionee upon exercise of any portion of the
option and held by optionee. If optionee has sold, transferred or otherwise
disposed of any shares of KO common stock acquired by optionee upon exercise of
any portion of the option, KO shall be entitled to receive from optionee the
gain associated with such sale, transfer or disposal, plus interest calculated
through the date of payment to KO. The gain associated with the sale, transfer
or other disposal of any share of KO common stock acquired by optionee upon
exercise of any portion of the option shall be the closing price per share on
the date of such sale, transfer or disposal, as reported on the New York Stock
Exchange Composite Transactions listing, less the option exercise price per
share shown above, multiplied by the number of shares of KO common stock sold,
transferred or disposed of. Interest shall be calculated using the weighted
prime rate at SunTrust Bank, Atlanta.
5. Notices. Each notice relating to the option or its exercise shall be in
writing. Requests and other notices regarding the exercise of options shall
be delivered (whether by overnight delivery or by mail) as follows:
Merrill Lynch, Pierce, Fenner & Smith at Merrill Lynch
Group Employee Services
Attention: The Coca-Cola Company Stock Option Plan Unit
1400 Merrill Lynch Drive
Mail Stop 04-BS-PRO
Pennington, New Jersey 08534, USA
All notices to KO shall be addressed as follows:
Director, Executive Compensation
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313, USA
All notices to the optionee shall be addressed to the principal address of
the optionee on file with KO. Either KO or the optionee may designate a
different address by written notice to the other. Written notice to these
addresses shall be effective to bind KO, the optionee and the optionee's
successors and assigns.
6. Administrative matters. The optionee hereby agrees that 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 this Agreement and the options, shall be final and conclusive
for all purposes and upon all persons including, but without limitation,
KO, the Related Companies, the Committee, the KO Board of Directors,
officers and the affected employees of KO, and the optionees and their
respective successors in interest.
When the issuance or transfer of KO common stock pursuant to the exercise
of an option may, in the opinion of KO, conflict or be inconsistent with
any applicable law or regulation of any governmental agency having
jurisdiction, KO reserves the right to refuse to issue or transfer that KO
common stock.
7. Consent for accumulation and transfer of data. The optionee consents to the
accumulation and transfer of data concerning him or her and the options to
and from KO and Merrill Lynch, or such other agent as may administer the
option program on behalf of KO from time to time. In addition, the optionee
understands that KO holds certain personal information about the optionee,
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 options awarded, vested, unvested, or expired
(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
optionee. The optionee hereby provides explicit consent to KO to process
any such personal data and sensitive personal data. The optionee also
hereby provides explicit consent to KO to transfer any such personal data
and sensitive personal data outside the country in which the optionee is
employed, and to the United States. The legal persons for whom such
personal data are intended are KO, Merrill Lynch and any company providing
services to KO in connection with compensation planning purposes or the
administration of the Plan.
8. Additional consents. The optionee consents and acknowledges that:
(a) the Plan is discretionary in nature, and KO can amend, cancel or
terminate it at any time;
(b) the grant of options under the Plan is voluntary and occasional and
does not create any contractual or other right to receive future
grants of any options, or benefits in lieu of any options, even if
options have been granted repeatedly in the past;
(c) all determinations with respect to any such future awards, including,
but not limited to, the times when options shall be granted, the
option price, and the time or times when each right shall be
exercisable, will be at the sole discretion of the Committee;
(d) participation in the Plan is voluntary and may be occasional;
(e) the value of the options is an extraordinary item of compensation,
which is outside the scope of the optionee's employment contract, if
any;
(f) the options or any income derived therefrom are 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) except as is otherwise explicitly provided in this Agreement and the
Plan, non-vested options are forfeited immediately following
termination of employment for any reason, and vested options expire
the earlier of: a) six months following termination of employment for
any reason, and b) the expiration date noted in the option;
(h) in the event of involuntary termination of the optionee's employment,
the optionee's eligibility to receive options under the Plan, if any,
will terminate effective as of the date that the optionee is no longer
actively employed regardless of any reasonable notice period mandated
under local law; furthermore, in the event of involuntary termination
of employment, the optionee's ability to exercise options under the
Plan will be measured by the date of termination of the optionee's
active employment pursuant to the terms of the Plan and will not be
extended by any reasonable notice period mandated under local law;
(i) the future value of the shares purchased under the Plan is unknown and
cannot be predicted with certainty;
(j) (for individuals other than employees of KO) the options have been
granted to the optionee 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 KO is his or her employer or that he or she has an employment
relationship with KO;
(k) no claim or entitlement to compensation or damages arises from the
termination of the options or diminution in value of the options or
shares purchased under the Plan, and the optionee irrevocably releases
KO and his or her employer, if different from KO, from any such claim
that may arise;
(l) participation in the Plan shall not create a right to further
employment with the optionee's employer and shall not interfere with
the ability of the optionee's employer to terminate the optionee's
employment relationship at any time, with or without cause;
(m) the terms of the optionee's employment with KO do not include the
grant of stock options; and
(n) 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 competent jurisdiction in an action between
optionee and KO, 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
affect the meaning or interpretation of this Agreement.
THE COCA-COLA COMPANY
By: The Committee
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Authorized Signature
Using the Merrill Lynch voice response system or other available means, the
optionee must accept the above options to purchase shares of KO common stock in
accordance with and subject to the terms and conditions of this Agreement and
the Plan, acknowledge that he or she has read this Agreement and the Plan, and
agree to be bound by this Agreement, the Plan and the actions of the Committee.
If he or she does not do so prior to _______________, then KO may declare the
option grant null and void at any time. Also, in the unfortunate event that
death occurs before this Agreement has been accepted, this option grant will be
voided, which means the options will terminate automatically and cannot be
transferred to the optionee's heirs pursuant to the optionee's will or the laws
of descent and distribution.
Schedule A
Prohibited Activities
For purposes of this Agreement, the term "Prohibited Activity" shall include any
and all of the following:
(a) Non-Disparagement - making any statement, written or verbal, in any forum
or media, or taking any action in disparagement of KO or any Related
Company or affiliate thereof, including but not limited to negative
references to KO 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 KO which optionee was involved with during
optionee's employment;
(c) Non-Disclosure of Trade Secrets - failure to hold in confidence all Trade
Secrets of KO that came into optionee's knowledge during optionee's
employment by KO 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 KO that came into optionee's knowledge
during optionee's employment by KO 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 KO and not generally known to the public or to
competitors of KO;
(e) Return of Materials - failure of optionee, in the event of optionee's
termination of employment for any reason, promptly to deliver to KO 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
KO's business, whether made or compiled by optionee or furnished to
optionee by virtue of optionee's employment with KO or a Related Company,
or failure promptly to deliver to KO all vehicles, computers, credit cards,
telephones, handheld electronic devices, office equipment, and other
property furnished to optionee by virtue of optionee's employment with KO
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
Committee or the Chief Executive Officer of KO or any senior officer
designated by the Committee, is or becomes competitive with KO;
(g) Non-Solicitation - for the first six months following termination of
employment, soliciting or attempting to solicit for employment for or on
behalf of any corporation, partnership, or other business entity any
employee of the Company with whom optionee had professional interaction
during the last twelve months of optionee's employment with KO; or
(h) Violation of KO Policies - violating any written policies of KO or
optionee's employer applicable to optionee, including without limitation
KO's insider trading policy.
Nothing in this Agreement is intended to or shall be interpreted as diminishing
or otherwise limiting KO's right under applicable state law or any prior
agreement I have signed or made with KO regarding trade secrets, confidential
information, or intellectual property.