EXHIBIT 99.1
THE COCA-COLA COMPANY
1989 RESTRICTED STOCK AWARD PLAN
RESTRICTED STOCK AWARD AGREEMENT
The Coca-Cola Company (the "Company") hereby awards to the employee
named below (the "Recipient") 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 together with the
provisions of the 1989 Restricted Stock Award Plan (the "Plan") of the Company,
which Plan is incorporated herein by reference:
Name and Address of Recipient:
Number of Shares Awarded:
Relevant Dates: The following dates are applicable for this Agreement:
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Grant Date
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Acceptance Date
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[Performance Period]
(where applicable)
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Delivery Date
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[Performance Criteria (where applicable): The following performance
criteria must be met for an award of Shares to be released under this
Agreement.
The performance criteria shall be: [Performance Criteria per Section
5(d) of the Plan].
[Definition of Performance Criteria]
The calculation of [Performance Criteria] 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.
[Performance Criteria] shall be rounded to the nearest whole percentage
point.]
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TERMS AND CONDITIONS OF THIS AGREEMENT
1. The Shares awarded hereby shall be issued in the name of the Recipient, and
delivered to the Recipient (or the executor or administrator of the
Recipient's estate) as soon as administratively feasible following the date
on which the shares cease to be subject to risk of forfeiture pursuant to
the terms of the Plan and this Agreement (the "Delivery Date"), subject to
the following terms and conditions. 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 Delivery 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) Except as provided in the Plan for death, Disability, or Change in
Control, the Shares shall be released on the Delivery Date only if
both of the following conditions are met: i) the Recipient is
continuously employed by the Company or an affiliate of the Company,
as such term is defined in the Plan (an "Affiliate") from the Award
Date until the Delivery Date and [(where applicable) ii) the
Performance Criteria defined above is satisfied. The Controller of the
Company and the Compensation Committee shall certify whether the
Performance Criteria have been achieved.]
(b) Notwithstanding Section 1(a), the Shares shall be forfeited and
transferred back to and become property of the Company if, in the
determination of the Compensation Committee of the Board of Directors:
i) Recipient attempts to dispose of any of the Shares in violation of
the provisions of this Agreement, or ii) Recipient engages in any of
the "Prohibited Activities" described in Section 5 of this Agreement.
(c) Until the Shares are delivered, such Shares shall not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of
(the restrictions on disposition of the Shares set forth in this
subparagraph 1(c) are hereinafter referred to as the "Restrictions").
(d) Until delivered, the Shares shall have been legended to describe the
Restrictions contained in this Agreement and any other restrictions
required by law or by action of the Committee.
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(e) The Recipient shall, simultaneously with acceptance of this Agreement,
deposit with the Company stock powers or other instruments of
transfer, appropriately endorsed in blank, corresponding to each of
the Shares.
(f) Except for the Restrictions, from the Award 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
dividends and other distributions paid with respect to the Shares. In
the event that the 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 shall be
adjusted to reflect such change in such manner as the Board or the
Committee may deem appropriate. If any such adjustment shall result in
a fractional share, such fraction shall be disregarded.
(g) Definitions. 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.
(h) The Company may require Recipient to sign a noncompetition and/or
nondisclosure agreement as a condition of release of restrictions.
(i) The Recipient shall indicate his or her acceptance of this Agreement
by signing and returning this Agreement by the Acceptance Date
indicated above.
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.
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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 grant of Shares on the Grant Date or an alternate
Grant Date, the Recipient's acceptance of this Agreement, the
determination of the Performance Criteria during the Performance
Period, the release of the Shares, 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, 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
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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 Delivery 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 Company 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,
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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 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.
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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;
(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
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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 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
affect the meaning or interpretation of this Agreement.
THE COCA-COLA COMPANY
BY: THE COMPENSATION COMMITTEE
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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 ___________________________
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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