EXHIBIT 10.8.1
THE COCA-COLA COMPANY
1987 STOCK OPTION PLAN
as amended through October 17, 1996
SECTION 1. PURPOSE
The purpose of the 1987 Stock Option Plan of The Coca-Cola
Company (the "Plan") is to advance the interest of
The Coca-Cola Company (the "Company") and its Affiliates
(as defined in Section 4 hereof) by encouraging and
enabling the acquisition of a financial interest in the
Company by officers and other key employees. In addition,
the Plan is intended to aid the Company and its Affiliates
in attracting and retaining key employees, to stimulate the
efforts of such employees and to strengthen their desire to
remain in the employ of the Company and its Affiliates.
The Company may grant stock options which constitute
"incentive stock options" ("ISOs") within the meaning of
Section 422A of the Internal Revenue Code of 1954, as
amended (the "Code"), or stock options which do not
constitute ISOs ("NSOs") (ISOs and NSOs being hereinafter
collectively referred to as "Options"). The Company may
also grant cash amounts ("Cash Awards") in connection with
certain NSOs and may grant certain officers of the Company
stock appreciation rights ("Rights") for use in connection
with Options or with other stock options granted by the
Company.
SECTION 2. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of the
Company (the "Board") or in accordance with Section 7,
Article III of the By-Laws of the Company (as amended
through October 17, 1996) from among its members. Unless
and until its members are not qualified to serve on the
Committee pursuant to the provisions of the Plan, the
Compensation Committee of the Board shall function as the
Committee. Eligibility requirements for members of the
Committee shall comply with Rule 16b-3 promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor rule or regulation. No
person, other than members of the Committee, shall have any
discretion concerning decisions regarding the Plan. Members
of the Committee shall be members of the Board who are not
eligible to participate under the Plan and who have not been
eligible to participate in the Plan for at least one (1)
year prior to the time at which they become members of the
Committee. The Committee shall determine the key employees
of the Company and its Affiliates (including officers,
whether or not they are directors) to whom, and the time or
times at which, Options, Cash Awards and Rights will be
granted, the number of shares to be subject to each Option,
the duration of each Option or Right, the time or times
within which the Option or Right may be exercised, the
cancellation of the Option, Cash Award or Right (with the
consent of the holder thereof) and the other conditions of
the grant of the Option, Cash Award or Right. The
provisions and conditions of the grants of Options, Cash
Awards and Rights need not be the same with respect to each
optionee or with respect to each Option, each Cash Award or
each Right.
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
the Options, Cash Awards and Rights granted hereunder by the
Committee shall be final and conclusive for all purposes and
upon all persons including, but without limitation, the
Company, its Affiliates, the Committee, the Board, officers
and the affected employees of the Company and/or its
Affiliates and their respective successors in interest.
SECTION 3. STOCK
The stock to be issued, transferred and/or sold under the
Plan shall be shares of Common Stock, $.25 par value, of the
Company (the "Stock"). The Stock shall be made available
from authorized and unissued Common Stock of the Company or
from the Company's treasury shares. Pursuant to Section 13
of the Plan, no additional Options or Rights may be granted
under the Plan after April 15, 1992. The number of shares
subject to existing Options or Rights granted prior to such
date are subject to adjustment in accordance with Section 12
hereof. Stock subject to any unexercised portion of an
Option or Right which expires or is cancelled, surrendered
or terminated for any reason may again be subject to Options
and/or Rights granted under the Plan. Upon surrender of an
Option or a stock option granted under any other plan
heretofore or hereafter adopted by the Company and the
exercise of a Right, the number of shares of Stock subject
to the surrendered Option or stock option shall be charged
against the maximum number of shares of Stock issuable or
transferable under the Plan or the stock option plan
pursuant to which the surrendered Option or stock option was
granted, and such number of shares of Stock shall not be
issuable or transferable under such Plan or plan in the
future. The surrender of any stock option issued other than
pursuant to a stock option plan pursuant to the exercise of
a Right shall not result in a charge against the maximum
number of shares issuable or transferable under the Plan or
any other stock option plan.
SECTION 4. ELIGIBILITY
Options, Cash Awards and Rights may be granted to employees
of the Company and its Affiliates. The term "Affiliates"
shall mean any corporation or other business organization in
which the Company owns, directly or indirectly, 25 percent
or more of the voting stock or capital at the time of the
granting of such Option or Right; provided, however, that no
ISO may be granted to any employee of an Affiliate which is
not a corporation or to any employee of an Affiliate which
is not at least 50 percent owned, directly or indirectly, by
the Company. No employee shall be granted the right to
acquire pursuant to Options granted under the Plan more than
5 percent of the aggregate number of shares of Stock
issuable under the Plan.
SECTION 5. AWARDS OF OPTIONS
Except as otherwise specifically provided herein, Options
granted pursuant to the Plan shall be subject to the
following terms and conditions:
(a) OPTION PRICE. The option price shall be 100 percent of
the fair market value of the Stock on the date of grant.
The fair market value of a share of Stock shall be the
average of the high and low market prices at which a share
of Stock shall have been sold on the date of grant, or on
the next preceding trading day if such date was not a
trading date, as reported on the New York Stock Exchange
Composite Transactions listing.
(b) PAYMENT. The option price shall be paid in full at the
time of exercise. No shares shall be issued or transferred
until full payment has been received therefor. Payment may
be in cash or, with the prior approval of and upon
conditions established by the Committee, by delivery of
shares of Stock owned by the optionee. Cash payment for the
shares purchased under and NSO may be offset by the amount
of any Cash Award approved by the Committee. If payment is
made by the delivery of shares of Stock, the value of the
shares delivered shall be computed on the basis of the
average of the high and low market prices at which a share
of Stock shall have been sold on the date the optionee
elects to deliver shares of Stock upon exercise of an
Option, or on the next preceding trading day if such date
was not a trading day, as reported on the New York Stock
Exchange Composite Transactions listing.
(c) DURATION OF OPTIONS. The duration of Options shall be
determined by the Committee, but in no event shall the
duration of an Option exceed ten (10) years from the date of
its grant.
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(d) OTHER TERMS AND CONDITIONS. Options may contain such
other provisions, not inconsistent with the provisions of
the Plan, as the Committee shall determine appropriate from
time to time; provided, however, that, except in the event
of a "Change in Control", death or disability of the
optionee or "Retirement", as defined in Section 10, no
Option shall be exercisable in whole or in part for a period
of twelve (12) months from the date on which the Option is
granted, and subject to the provisions of Section 10 hereof,
thereafter the ratio of the number of shares for which any
such Option is exercisable through any given date may not
exceed the ratio of the number of months (a fraction thereof
counting as a full month) between the date on which the
Option is granted and such given date to a period of thirty-
six (36) months (or such lesser period as determined by the
Committee in its discretion). The grant of an Option and/or
Right to any employee shall not affect in any way the right
of the Company and any Affiliate to terminate the employment
of the holder thereof.
(e) ISOS. The Committee, with respect to each grant of an
Option to an optionee, shall determine whether such Option
shall be an ISO, and, upon determining that an Option shall
be an ISO, shall designate it as such in the written
instrument evidencing such Option. If the written
instrument evidencing an Option does not contain a
designation that it is an ISO, it shall not be an ISO.
The aggregate fair market value (determined in each instance
on the date on which an ISO is granted) of the Stock with
respect to which ISOs are first exercisable by any optionee
in any calendar year shall not exceed $100,000 for such
optionee. If any subsidiary or Affiliate of the Company
shall adopt a stock option plan under which options
constituting incentive stock options (as defined in Section
422A(b) of the Code) may be granted, the fair market value
of the Stock on which any such incentive stock options are
granted and the times at which such incentive stock options
will first become exercisable shall be taken into account in
determining the maximum amount of ISOs which may be granted
to the optionee in any calendar year.
SECTION 6. AWARDS OF RIGHTS
The Committee may, at any time and in its discretion, grant
to any officer of the Company who is awarded or who holds
an outstanding Option or any other outstanding stock option
granted by the Company the right to surrender such Option
(to the extent any Option or such other stock option is
otherwise exercisable) and to receive from the Company an
amount equal to the excess, if any, of the fair market value
of the Stock with respect to which such Option is
surrendered on the date of such surrender over the option
price of the Option or other stock option surrendered. No
ISO may be surrendered in connection with the exercise of a
Right unless the fair market value of the Stock subject to
the ISO is greater than the option price for such Stock.
Payment by the Company of the amount receivable upon any
exercise of a Right may be made by the delivery of Stock or
cash or any combination of Stock and cash, as determined in
the sole discretion of the Committee from time to time. No
fractional shares shall be used. The Committee may provide
for the elimination of fractional shares of Stock without
adjustment or for the payment of the value of such
fractional shares in cash. Shares of Stock of the Company
delivered to the optionee upon the exercise of a Right and
the surrender of the Option or stock option shall be valued
at the fair market value of a share of Stock on the date the
right is exercised and the Option or stock option is
surrendered. The Committee may limit the period or periods
during which the Rights may be exercised and may provide
such other terms and conditions (which need not be the same
with respect to each optionee) under which a Right may be
granted and/or exercised. A Right may be exercised only as
long as the related Option or stock option is exercisable;
provided, however, that no Right may be exercised and cash
paid in partial or complete satisfaction thereof during the
first six (6) months exercised following the date of grant
of the Right and related Option. In no event may a Right be
exercised more than ten (10) years after the date of the
grant of the Right and the related Option or stock option.
The fair market value of a share of Stock shall be the
average of the high and low market prices at which a share
of Stock shall have been sold on the date the Option or the
stock option is surrendered or on the next preceding trading
day, if such date is not a trading day, as reported on the
New York Stock Exchange Composite Transactions listing.
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SECTION 7. CASH AWARDS
The Committee may, at any time and in its discretion, grant
to any employee who is granted an NSO the right to receive,
at such times and in such amounts as determined by the
Committee in its discretion, a cash amount ("Cash Award")
which is intended to reimburse the employee for all or a
portion of the Federal, state and local income taxes imposed
upon such employee as a consequence of the exercise of an
NSO and the receipt of a Cash Award.
SECTION 8. REPLACEMENT AND EXTENSION OF THE TERMS OF
OPTIONS, CASH AWARDS AND RELATED RIGHTS
The Committee from time to time may permit an optionee under
Plan or any other stock option plan heretofore or hereafter
adopted by the Company to surrender for cancellation any
unexercised outstanding stock option and related Right
and receive from the Company in exchange an Option for such
number of shares of Stock as may be designated by the
Committee. Such optionees also may be granted related Rights
or Cash Awards as provided in Sections 6 and 7. In addition,
the Committee may extend the duration of any NSO and/or Right
for a period not to exceed one (1) year, subject to the
provisions of paragraph 5(c), without changing the option
price and on such other terms and conditions as the Committee
may deem advisable.
SECTION 9. NONTRANSFERABILITY OF OPTION AND RIGHT
No Option or Right granted pursuant to the Plan shall be
transferable otherwise than by will or by the laws of
descent and distribution. During the lifetime of an
optionee, the Option and Right shall be exercisable only by
the optionee personally or by the optionee's legal
representative.
SECTION 10. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH,
RETIREMENT OR A CHANGE IN CONTROL
(a) If an optionee's employment with the Company and/or its
Affiliates shall be terminated for any reason, except death,
disability or Retirement, as hereinafter defined, to the
extent the Option was exercisable by the optionee at the
date of such termination of employment, the optionee shall
be entitled to exercise the Option for the period of six (6)
months from the date of such termination of employment
unless the Option, by its terms, expires prior thereto,
except as provided in paragraph (b) of this Section 10.
(b) If an optionee shall die or become disabled while an
employee of the Company or any Affiliate or within six (6)
months from the date of termination of employment with the
Company or any Affiliate but prior to the expiration of the
Option, the executor or administrator of the optionee's
estate or a transferee of the Option pursuant to Section 9
or the disabled employee shall have the right to exercise
the Option, and the right to exercise the Option shall
terminate upon the earliest of (i) the expiration of twelve
(12) months from the date of such termination of employment,
(ii) the expiration of twelve (12) months from the date of
the optionee's death or disability, or (iii) as otherwise
provided by the terms of the Option. As used in the Plan,
the term "disabled" shall have the meaning set forth in the
Company's Long Term Disability Income Plan.
(c) If an optionee's employment with the Company and/or its
Affiliates shall be terminated by reason of death,
disability or Retirement, all Options held by the optionee
shall become exercisable. Death or disability of the
optionee occurring after termination of employment with the
Company and/or its Affiliates shall not cause any Options to
become exercisable. The optionee shall be entitled to
exercise exercisable Option or Options for the period of six
(6) months from the date of Retirement or, in the case of
such death or disability, in accordance with the terms of
Section 10(b) hereof, unless any such Option, by its terms,
expires prior thereto. "Retirement", as used herein, shall
mean an employee's termination of employment on a date which
is on or after the earliest date on which such employee
would be eligible for an immediately payable benefit
pursuant to (i) for those employees eligible for
participation in the Company's Supplemental Retirement Plan,
the terms of that Plan and (ii) for all other employees, the
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terms of the Employees Retirement Plan (the "ERP") assuming
such employee were eligible to participate in the ERP.
(d) All Options held by an optionee shall become
exercisable upon the occurrence of a Change in Control. 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 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.
(e) Whether military or other government eleemosynary
service or other leave of absence will constitute
termination of employment shall be determined in each case
by the Committee in its sole discretion.
SECTION 11. RIGHTS AS A SHAREHOLDER
An optionee or a transferee of an optionee pursuant to
Section 9 shall have no right as a stockholder with respect
to any Stock covered by an Option or receivable upon the
exercise of an Option or Right until the optionee or
transferee shall have become the holder of record of such
Stock, and no adjustments shall be made for dividends in
cash or other property or other distributions or rights in
respect to such Stock for which the record date is prior to
the date on which the optionee or transferee shall have in
fact become the holder of record of the share of Stock
acquired pursuant to the Option or Right.
SECTION 12. ADJUSTMENT IN THE NUMBER OF SHARES AND IN
OPTION PRICE
In the event there is any change in the shares of Stock
through the declaration of stock dividends, or stock splits
or through recapitalization or merger or consolidation or
combination of shares or otherwise, the Committee or the
Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of Stock available for
Options and Rights as well as the number of shares of Stock
subject to any outstanding Option or Right and the option
price thereof. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise
become subject to any Option or Right without payment
therefor.
SECTION 13. AMENDMENTS, MODIFICATIONS AND TERMINATION OF
THE PLAN
The Board or the Committee may terminate the Plan, in whole
or in part, may suspend the Plan, in whole or in part, from
time to time and may amend the Plan from time to time,
including the adoption of amendments deemed necessary or
desirable to qualify the Options, Cash Awards and/or Rights
under the laws of various countries (including tax laws) and
under rules and regulations promulgated by the Securities and
Exchange Commission with respect to employees who are subject
to the provisions of
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Section 16 of the Exchange Act, or to correct any defect or
supply an omission or reconcile any inconsistency in the Plan
or in any Option or Right granted thereunder, without the
approval of the stockholders of the Company; provided, however,
that no action shall be taken without the approval of the
stockholders of the Company to increase the number of shares
of Stock on which Options and Rights may be granted, or change
the manner of determining the option price or change the manner
of determining the amount payable upon exercise of a Right, or
increase the maximum duration of an Option, or change the
class of employees eligible to participate, or withdraw
administration from the Committee, or permit any person
while a member of the Committee to be eligible to receive or
hold an Option or Right granted under the Plan.
No amendment or termination or modification of the Plan
shall in any manner affect any Option, Cash Award or Right
theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a
manner that does affect Options, Cash Awards or Rights
theretofore granted upon a finding by the Committee that
such amendment or modification is in the best interest of
holders of outstanding Options, Cash Awards or Rights
affected thereby. The Plan shall terminate five (5) years
after the date of approval of the Plan by stockholders of
the Company unless earlier terminated by the Board or by the
Committee.
SECTION 14. GOVERNING LAW
The Plan and all determinations made and actions taken
pursuant thereto shall be governed by the laws of the State
of Georgia and construed in accordance therewith.
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