EXHIBIT 10.15
INCENTIVE UNIT AGREEMENT
This Agreement, made this 29th day of November, 1988, as
amended and restated on February 19, 1990, by and between The
Coca-Cola Company, a Delaware corporation (the "Company") and
Roberto C. Goizueta, an individual resident of the State of
Georgia (the "Officer").
WHEREAS, the Officer is the Chairman of the Board and the
Chief Executive Officer of the Company and has rendered and is
rendering extremely valuable services to the Company;
WHEREAS, the Company wishes to compensate the Officer for
his innovative leadership which he has given the Company in
unsettled times;
WHEREAS, the Company wishes to provide the Officer with
financial security with regard to other benefits which the
Officer has already earned but which might prove, under certain
circumstances, difficult for the Officer to obtain;
NOW THEREFORE, the parties, intending to be legally bound
hereby and in consideration of the agreements set forth herein
and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, agree as follows:
1. AWARD OF INCENTIVE UNITS. The Company hereby awards
to the Officer two hundred thousand (200,000) Incentive Units,
the terms, values and vesting schedules of which are hereinafter
described, subject to the conditions as hereinafter set forth.
The Value of each Incentive Unit shall be a dollar amount which
shall be the Fair Market Value (as hereinafter defined) of a
share of the Company's common stock, $1 par value, ("Stock") on
the Calculation Date (as hereinafter defined). The Value of the
Incentive Units shall be paid in cash only. The Incentive Units
shall not provide the Officer with any interest in, or right to
acquire, Stock or any other equity security of the Company, and
the Officer shall not possess any voting or other rights
associated with beneficial ownership of the Company's Stock or
other equity securities by virtue of having been awarded the
Incentive Units. Fair Market Value shall mean the closing price
of a share of Stock on the Calculation Date (or the first
preceding trading day if the Calculation Date is not a trading
day) as reported on the New York Stock Exchange--Composite
Transactions listing for such day.
2. VESTING OF INCENTIVE UNITS. The Officer shall have
no interest in any Incentive Unit until such unit is vested and
such unvested units shall not be included in the Value of the
Incentive Units on the Calculation Date. The Incentive Units
shall vest in ninety-six equal monthly installments on the first
day of each of the ninety-six calendar months beginning on
December 1, 1988, provided, however, that all remaining unvested
Incentive Units shall vest immediately upon the Officer's death,
disability, or upon a "Change in Control" as hereinafter defined.
Any Incentive Units that are unvested on the date of the
Officer's Retirement (as hereinafter defined) shall remain
unvested.
3. CALCULATION DATES FOR VALUE OF INCENTIVE UNITS. The
Calculation Date for the Value of the Incentive Units shall be
the date of the first to occur of the Officer's death, disability
(as such disability shall be determined by the Compensation
Committee), Retirement or the date of a Change in Control.
"Retirement", as used herein, shall mean the Officer's
termination of employment on a date which is on or after the
earliest date on which the Officer would be eligible for an
immediately payable benefit pursuant to the Company's
Supplemental Retirement Plan as in effect on the date hereof. 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 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 the 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.
4. CASH AWARD. On the Payment Date (as described
herein), the Company shall pay the Officer, or, in the case of
his death, the beneficiary designated by the Officer in a letter
to the Company or, if such beneficiary is deceased or if no
beneficiary has been designated, the executor or administrator of
his estate, cash in an amount equal to but not in excess of the
Federal, state and local income taxes arising as a result of the
receipt of the Value of the Incentive Units on the Calculation
Date.
5. PAYMENT DATES. Payment for the Value of the Incentive
Units will be made promptly after the Calculation Date, but in
any event no later than 20 days thereafter. Payment shall be
made to the Officer, or, in the case of his death, the
beneficiary designated by the Officer in a letter to the Company,
or, if such beneficiary is deceased or if no beneficiary has been
designated, the executor or administrator of his estate.
6. NONTRANSFERABILITY OF INCENTIVE UNITS. Incentive
Units shall not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of at any time.
7. ADJUSTMENT IN THE NUMBER OF INCENTIVE UNITS AWARDED.
In the event there is any change in the Stock of the Company
through the declaration of stock dividends, through stock splits
or through recapitalization or merger or consolidation or
combination of shares or otherwise, the number of Incentive Units
awarded hereunder shall be adjusted appropriately.
8. ENTIRE AGREEMENT, AMENDMENT, ETC. This document
constitutes the entire agreement between the Officer and the
Company with respect to the Incentive Units. This agreement may
not be modified or amended without the prior written consent of
the parties hereto.
9. GOVERNING LAW. This Agreement and all determinations
made and actions taken pursuant hereto shall be governed by the
laws of the State of Georgia and construed in accordance
therewith.
ROBERTO C. GOIZUETA THE COCA-COLA COMPANY
/s/ Roberto C. Goizueta By: /s/ A. Garth Hamby
Title: Executive Vice President