EXHIBIT 10.9.1
THE COCA-COLA COMPANY
1991 STOCK OPTION PLAN
as amended through October 17, 1996
SECTION 1. PURPOSE
The purpose of the 1991 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 of the Company or its Affiliates. 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
422 of the Internal Revenue Code of 1986, 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 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 "1934 Act"), or
any successor rule or regulation. No person, other than members
of the Committee, shall have any discretion concerning decisions
regarding the Plan. 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 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 or Right (with the
consent of the holder thereof) and the other conditions of the
grant of the Option or Right at grant or while outstanding
pursuant to the terms of the Plan. The provisions and conditions
of the Options and Rights need not be the same with respect to
each optionee or with respect to each Option 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 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. The total number of
shares of Stock that may be issued or transferred under the Plan
pursuant to Options and Rights granted thereunder may not exceed
59,551,338 shares (subject to adjustment as described below).
This number represents the number of shares originally authorized
in the Plan, adjusted for a 2-for-1 stock split which occurred on
May 1, 1992 and subsequently for a 2-for-1 stock split which occurred
on May 1, 1996 in accordance with Section 10, less the number of
shares already issued or subject to outstanding Options or Rights
issued pursuant to the Plan as of October 1, 1996. Such number of
shares shall be subject to adjustment in accordance with Section 10
hereof and this Section 3. 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 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 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% 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% owned, directly or indirectly,
by the Company. Any ISOs held by an optionee of an Affiliate
which ceases to be 50% owned will become NSOs three (3) months
after the date that the Company's ownership of the Affiliate falls
below 50%. If ownership falls below 25% an optionee will be
considered terminated for purposes of Section 8 on the date that
the Company's ownership of the Affiliate falls below 25%. No
employee shall be granted the right to acquire pursuant to Options
granted under the Plan more than 15% of the aggregate number of
shares of Stock originally authorized under the Plan, as adjusted
pursuant to Section 10 hereof.
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% 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. The optionee, if a
U.S. taxpayer, may elect to satisfy Federal, state and local
income tax liabilities due by reason of the exercise by the
withholding or tendering of shares of Stock. If payment or
satisfaction of such tax liabilities is made by the delivery
of shares of Stock, the value of the shares delivered (or
withheld in the case of tax withholding for U.S. taxpayers)
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 tenders shares of Stock
or has shares of Stock withheld in the case of tax withholding,
or on the next preceding trading day if such date
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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.
(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 8, 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 8 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 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 may be then or later
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 422(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,
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however, that no Right may be exercised and cash paid in partial
or complete satisfaction thereof during the first six (6) months
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.
Section 7. 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 or pursuant to a qualified domestic relations order
as defined by the Code. 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 8. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH,
RETIREMENT OR A CHANGE IN CONTROL
(a) ACCELERATION. If an optionee's employment with the
Company and/or its Affiliates shall be terminated by reason of
death, disability or Retirement or in the event of a Change in
Control, 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. As used in the
Plan, the term "disabled" shall have the meaning set forth in the
Company's Long Term Disability Income Plan. "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 terms of the Employee Retirement
Plan (the "ERP") assuming such employee were eligible to
participate in the ERP. "Retire" shall mean to enter Retirement.
A "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to item
(6e) of Schedule 14A of Regulation 14A promulgated under the 1934
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 1934 Act), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the 1934 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 (2) 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 times as a
Change in Control would otherwise be deemed to have occurred, the
Board of Directors determines otherwise.
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(b) EXERCISE PERIOD. If an optionee's employment with the
Company and/or its Affiliates shall be terminated for any reason,
except death, disability or Retirement 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 otherwise provided herein.
If an optionee shall become disabled while an employee of the
Company or any Affiliate or within six (6) months after the date
of termination of employment with the Company or any Affiliate but
prior to the expiration of the Option, or if an optionee shall
Retire, the retired optionee, the transferee of the Option
pursuant to Section 7 or the disabled employee shall have the
right to exercise the Option, and the right to exercise the Option
shall terminate as provided by the terms of the Option. If an
optionee shall die 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 7 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 (iii) as
otherwise provided by the terms of the Option. The occurrence of
a Change in Control shall have no effect on the duration of the
exercise period.
Whether military or other government or 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.
Notwithstanding the foregoing termination provisions, the
Committee may, in its sole discretion, establish different terms
and conditions pertaining to the effect of an Optionee's
termination on the expiration or exercisability of newly granted
options or (with the consent of the affected Optionee) outstanding
options. However, no Option or Right can have a term of more than
ten years.
Section 9. NO RIGHTS AS A SHAREHOLDER
An optionee or a transferee of an optionee pursuant to
Section 7 shall have no right as a shareholder 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 10. 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 spin-offs 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 11. 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 and/or Rights under the laws of
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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
Section 16 of the 1934 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, or for any other purpose or
to any effect permitted by applicable laws and regulations,
without the approval of the shareholders of the Company. However,
in no event may additional shares of Stock be allocated to the
Plan or any outstanding option be repriced or replaced without
shareholder approval. Without limiting the foregoing, the Board
of Directors or the Committee may make amendments applicable or
inapplicable only to participants who are subject to Section 16
of the 1934 Act.
No amendment or termination or modification of the Plan shall
in any manner affect any Option 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 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 or Rights affected thereby. Grants may be
made until April 19, 2001. The Plan shall terminate when there
are no longer Rights or Options outstanding under the Plan unless
earlier terminated by the Board or by the Committee.
Section 12. 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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