EXHIBIT 10.4
Amended November 1, 1983
and November 23, 1988
THE ANNUAL PERFORMANCE INCENTIVE PLAN
OF THE COCA-COLA COMPANY
I. PLAN OBJECTIVE
The Purpose of The Annual Performance Incentive Plan of The
Coca-Cola Company is to promote the interests of The Coca-Cola
Company (the "Company") by providing additional incentive for
participating officers and other key employees who contribute to
the improvement of operating results of the Company and to reward
outstanding performance on the part of those individuals whose
decisions and actions most significantly affect the growth and
profitability and efficient operation of the Company.
II. DEFINITIONS
The terms used herein will have the following meanings:
a. "Plan" means this Annual Performance Incentive Plan of
The Coca-Cola Company.
b. "Company" means The Coca-Cola Company and any corporation
or other business organization in which the Company
owns, directly or indirectly, at least 25 percent of
the voting stock or capital.
c. "Board of Directors" means the Board of Directors of the
Company.
d. "Compensation Committee" means the Compensation Committee
of the Board of Directors of the Company.
e. "Employee" means any person regularly employed on a full-
time basis by the Company.
f. "Standard Award" means an amount awarded under the Plan
to a Participant (as defined in Section II(j) below)
based upon the Participant's base salary and as
calculated pursuant to Section VI of the Plan.
g. "Award" means a Standard Award, with adjustments (if
any), paid pursuant to the provisions of the Plan.
h. "Plan Year" means the 12 month period beginning January 1
and ending December 31.
i. "Management Committee" means the committee appointed by
the Compensation Committee to administer the Plan.
j. "Participant" means an Employee who satisfies the
eligibility requirements set forth in Section IV of the
Plan.
III. ADMINISTRATION OF PLAN
The Management Committee will have full power and authority
to interpret and administer the Plan in accordance with rules and
determinations adopted by it and/or the Compensation Committee.
IV. ELIGIBILITY
Eligibility for participation in the Plan is limited to
those Employees who can make an appreciable contribution to the
attainment of overall business objectives of the operating unit
for which they work as determined in the sole discretion of the
Management Committee or the Compensation Committee.
An Employee is eligible to participate in the Plan if:
1. The Employee is compensated in an amount at least equal
to the minimum salary grade guideline established
annually by the Management Committee.
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2. During the Plan Year, the Employee is not participating
in any other Company cash incentive compensation
program of the Company (other than The Coca-Cola
Company Long-Term Incentive Compensation Plan).
3. The Employee is recommended for participation in the Plan
by his or her immediate superior and is approved for
such participation by the operating head of the
Employee's unit.
4. The Employee is approved as a Participant by the
Management Committee.
The fact that an Employee is eligible to participate in the
Plan in one Plan Year does not assure that the Employee will be
eligible to participate in any subsequent year. The fact that an
Employee is eligible to participate in the Plan for any Plan Year
does not mean that the Employee will receive an Award in any Plan
Year.
The Management Committee will determine an Employee's
eligibility for participation in the Plan from time to time prior
to or during each Plan Year.
V. PERFORMANCE GOALS
Each operating unit of the Company shall set performance
goals and objectives for each Plan Year which in the aggregate
form the Company's overall goals and objectives for that Plan
Year. Individual goals and objectives for each Participant will
be established within the context of the goals of that
Participant's operating unit. All goals shall be established by
the Management Committee.
VI. AWARDS
A Standard Award to a Participant will be based on a
percentage of the Participant's base salary and shall be
established by the Management Committee. Since salary grades are
indicative of levels of responsibility, the percentage of base
salary which constitutes a Standard Award will increase as salary
grade or level of responsibility increases.
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The Management Committee or the Compensation Committee
shall, in each of their respective sole discretion, adjust the
Standard Award for each Participant based upon that Participant's
over-achievement or under-achievement in terms of his or her
individual performance and the performance of the Participant's
operating unit during the Plan Year.
An Employee who is selected as a Participant after the
beginning of a Plan Year or a Participant who retires, is granted
a leave of absence or whose employment is otherwise terminated
prior to the end of such Plan Year will be eligible to receive a
pro rata share of an Award Based on the number of months of
participation during any portion of such Plan Year, if, in the
sole discretion of the Management Committee or the Compensation
Committee, such an award is merited.
VII. DETERMINATION AND TIMING OF AWARDS
All Awards to Participants who are officers or assistant
officers of the Company will be made by the Compensation
Committee in its sole discretion. Awards to all other
Participants shall be made by the Management Committee in its
sole discretion. Awards will be paid for a particular Plan Year
at such time following the end of the Plan Year as shall be
determined by the Compensation Committee or the Management
Committee.
VIII. METHOD OF PAYMENT OF AWARDS
All Awards shall be paid in cash at the time described in
Section VII above unless the Management Committee or the
Compensation Committee has, prior to the grant of an Award
received and approved, in its sole discretion, a request by a
Participant to defer receipt of any Award in accordance with the
following options:
a. An option to receive full cash payment at a date,
specified in the request, not less than one year from
the date of the Award nor more than one year after the
Participant's date of retirement.
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b. An option to receive the Award in equal annual
installments over a period, specified in the request,
of not more than fifteen years, commencing not less
than one year from the date of the Award.
Any request to defer receipt of an Award shall specify the
particular option chosen. Any amount deferred in accordance with
the above options shall bear interest at the prime rate of Trust
Company Bank as in effect from time to time from the date on
which Awards which have not been deferred in accordance with this
Section VIII are paid to the date of payment.
The Company has the right to deduct from any payment, in
whole or in part, of an Award, any taxes required to be withheld
with respect to such payment.
Awards and interest thereon, if any, which are due to a
Participant and which remain unpaid at the time of his or her
death shall be paid in full to the executor or administrator of
such Participant's estate within ninety (90) days from the date
of the Participant's death.
IX. EFFECT ON BENEFIT PLANS
Awards will be included in the computation of benefits under
the Employees Retirement Plan, Overseas Retirement Plan and other
retirement plans maintained by the Company under which the
Employee may be covered and the Thrift Plan, subject to all
applicable laws and in accordance with the provisions of those
plans.
Awards shall not be included in the computation of benefits
under any Group Life Insurance Plan, Travel Accident Insurance
Plan, Personal Accident Insurance Plan or under Company policies
such as severance pay and payment for accrued vacation, unless
required by the laws of the country in which the Employee
resides.
X. DETERMINATIONS OF COMMITTEES
All Awards, rules and determinations by the Compensation
Committee and by the Management Committee shall be final,
conclusive and binding on all parties including the Company, the
Employees and the Participants.
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XI. AMENDMENT AND TERMINATION
The Compensation Committee may amend, modify, suspend,
reinstate or terminate this Plan in whole or in part at any time
or from time to time; provided, however, that no such action will
adversely affect any right or obligation with respect to any
Award theretofore made. The Compensation Committee and the
Management Committee may deviate from the provisions of this Plan
to the extent such Committee deems appropriate to conform to
local laws and practices.
XII. APPLICABLE LAW
The Plan and all rules and determinations made and taken
pursuant hereto shall be governed by the laws of Georgia and
construed accordingly.
XIII. CHANGE IN CONTROL
If there is a Change in Control (as defined in this
Section XIII) at any time during a Plan Year, (1) the
Management Committee promptly shall determine the Award
which would have been payable to each Participant under the
Plan for such Plan Year if he had continued to work for the
Company for such entire year and all performance goals
established under Section V had been met in full for such
Plan Year by multiplying his target percentage by his
annual salary as in effect on the date of such Change in
Control and (2) each such Participant's nonforfeitable
interest in his Award (as so determined by the Management
Committee) thereafter shall be determined by multiplying
such Award by a fraction, the numerator of which shall be
the number of full calendar months he is an employee of the
Company during such Plan Year and the denominator is 12 or
the number of full calendar months the Plan is in effect
during such Plan Year, whichever is less. The payment of
a Participant's nonforfeitable interest in his Award under
this Section XIII shall be made in cash as soon as practicable
after his employment by the Company terminates or as soon as
practicable after the end of such Plan Year, whichever comes
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first. A "Change in Control" for purposes of this Section XIII
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 Securities Exchange Act of
1934 (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 its
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.
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