EXHIBIT 10.12
THE COCA-COLA COMPANY
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE. The purpose of The Coca-Cola Company Deferred
Compensation Plan for Non-Employee Directors (the "Plan") is to
provide non-employee Directors of The Coca-Cola Company (the
"Company") with an opportunity to defer certain compensation as a
Director. This Plan replaces the Plan adopted on December 7,
1983 as amended and restated (the "Prior Plan"). All deferrals
made pursuant to the Prior Plan shall remain in effect according
to their terms unless changed pursuant to Section 8 below.
2. EFFECTIVE DATE. The Plan shall become effective upon
approval by the Board of Directors of the Company.
3. ELIGIBILITY. Any Director of the Company who is not an
employee of the Company or of any subsidiary or affiliate of the
Company is eligible to participate in the Plan.
4. ELECTION TO DEFER COMPENSATION.
a. TIME OF ELIGIBILITY. An election to defer
compensation shall be made by a nominee for election as a
Director who is not then serving as a Director prior to the time
of election to the Board for the relevant elected term and prior
to the right to receive any compensation with respect to such
term. A Director who has not previously elected to defer receipt
of compensation or who has subsequently discontinued such
election may elect to defer compensation by giving notice prior
to November 1 of each year, but any such election shall only be
effective for compensation payable during the calendar year
following such notice and thereafter. An election shall continue
in effect until the end of the participant's service as a
Director or until the end of the calendar year during which the
Director gives the Company written notice of the discontinuance
of the election, whichever shall occur first. Such a notice of
discontinuance shall operate prospectively from the first day of
the calendar year following the giving of notice referred to in
the preceding sentence, and compensation payable during any
subsequent calendar year shall not be deferred, but compensation
theretofore deferred shall continue to be withheld and shall be
paid in accordance with the notice of election pursuant to which
it was withheld.
b. AMOUNT OF DEFERRAL. A participant may only elect
to defer receipt of all or a specified portion of the annual
retainer fee receivable by such Director for service as a
Director of the Company, but not any other compensation or
expense reimbursement.
c. MANNER OF ELECTING DEFERRAL. A participant shall
elect to defer compensation by giving written notice to the
Company in the form attached hereto as Exhibit A. Such notice
shall include:
(i) the percentage or amount of compensation to be
deferred;
(ii) whether the deferral will be into the "Cash Fund"
or "Share Units"; and
(iii) an election of a lump-sum payment or of a
number of annual installments (not to exceed five) for the
payment of the deferred compensation, such lump-sum payment
or the first installment payment occurring on the later of
January 15 of the year following the year in which service
as a Director terminates or six months from the date on
which service as a Director terminates.
5. DEFERRED COMPENSATION ACCOUNT. The Company shall
establish a deferred compensation account (the "Account") for
each participant.
(i) For amounts deferred to the Cash Fund, the Account will
be credited
(a) at the time such amount would otherwise be payable,
with the amount of any compensation, receipt of which the
participant has elected to defer, and
(b) at the end of each calendar year or initial or
terminal portion of a year, with deemed interest, at an
annual rate equivalent to the weighted average prime lending
rate of SunTrust Bank, Atlanta for the relevant year or
portion thereof (the "Interest Equivalents"), upon the
average daily balance in the Account during such year or
portion thereof.
(ii) For amounts deferred to Share Units, the Account
will be credited
(a) at the time such amount would otherwise be
payable, with the amount of any compensation, receipt of
which the participant has elected to defer. Such amount
shall be converted on such date to a number of Share Units
equal to the number of shares which theoretically could have
been purchased on such date with such amount, using the
average share price on the New York Stock Exchange on such
date, or if such date is not a trading day, on the next
trading day;
(b) on each date on which a dividend is paid on the
common shares of The Coca-Cola Company, with the number of
Share Units theoretically which
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could have been purchased with the amount of dividends
payable on the number of shares equal to the number of
Share Units in the participant's Account immediately prior
to the payment of such dividend; the number of additional
Share Units shall be calculated as in 5(ii)(a) above; and
(c) on the date of any stock split or stock dividend,
with the number of Share Units necessary for an equitable
adjustment.
6. VALUE OF DEFERRED COMPENSATION ACCOUNTS. The value of
each participant's Account shall consist of the compensation
deferred in accordance with paragraph 4(c) above and the Interest
Equivalents in the case of the Cash Fund and the Share Units
described in paragraph 5 above. All credits to an Account shall
be credited with Interest Equivalents or additional Share Units
in relation to the period from the date credited to the date of
payment to a participant or to his or her estate. As promptly as
practicable following the close of each calendar year a statement
will be sent to each participant as to the balance in the
participant's Account as of the end of such year.
7. PAYMENT OF DEFERRED COMPENSATION. No payment may be
made from a participant's Account except as follows:
a. The balance in a participant's Account in the Cash
Fund shall be paid in cash in the manner elected in accordance
with the provisions of paragraph 4(c) above. If annual
installments are elected, the amount of the first payment shall
be a fraction of the balance in the participant's Account as of
December 31 of the year preceding such payment, the numerator of
which is one and the denominator of which is the total number of
installments elected. The amount of each subsequent payment
shall be a fraction of the balance in the participant's Account
as of December 31 of the year preceding each subsequent payment,
the numerator of which is one and the denominator of which is the
total number of installments elected minus the number of
installments previously paid. Each payment pursuant to this
paragraph 7(a) shall include Interest Equivalents, but only on
the amount being paid, from the preceding December 31 to the date
of payment.
b. The balance in a participant's Account in Share
Units shall be paid in the number of actual shares of the common
stock of the Company equal to the number of Share Units in the
participant's Account. If annual installments are elected, the
number of shares of Company common stock in the first payment
shall be a fraction of the number of Share Units in the
participant's Account as of December 31 of the year preceding
such payment, the numerator of which is one and the denominator
of which is the total number of installments elected. The number
of shares of Company
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common stock in each subsequent payment shall be a fraction of
the Share Units in the participant's Account as of December 31
of the year preceding each subsequent payment, the numerator of
which is one and the denominator of which is the total number
of installments elected minus the number of installments
previously paid.
c. In the event of a participant's death or
termination of service due to conflict of interest, illness or
disability, the balance in the participant's Account (in the case
of the Cash Fund including Interest Equivalents in relation to
the elapsed portion of the year of death or termination of
service) shall be determined as of the date of death or
termination of service due to conflict of interest, illness or
disability and such balance shall be paid in a single payment in
cash in the case of the Cash Fund or in shares of Company common
stock in the case of Share Units to the participant or the
participant's estate, as the case may be, as soon as reasonably
possible thereafter.
8. ONE-TIME ELECTION. Participants who were participants
in the Prior Plan may choose to transfer the amounts in the Cash
Fund to Share Units prior to November 1, 1997. Such election is
irrevocable. The number of Share Units will be determined as of
November 1, 1997 in accordance with the method described in
Section 5 (ii)(a) hereof.
9. PARTICIPANT'S RIGHTS UNSECURED. The right of a
participant to receive any unpaid portion of the participant's
Account, whether the Cash Fund or Share Units, shall be an
unsecured claim against the general assets of the Company.
10. NONASSIGNABILITY. The right of a participant to
receive any unpaid portion of the participant's Account shall not
be assigned, transferred, pledged or encumbered or be subject in
any manner to alienation or anticipation.
11. ADMINISTRATION. This Plan shall be administered by the
Secretary of the Company, who shall have the authority to adopt
rules and regulations for carrying out the Plan and to interpret,
construe and implement the provisions thereof.
12. AMENDMENT AND TERMINATION. This Plan may be amended,
modified or terminated at any time by the Board of Directors of
the Company, provided, however, that no such amendment,
modification or termination shall, without the consent of a
participant, adversely affect such participant's rights with
respect to amounts theretofore accrued to the participant's
Account.
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EXHIBIT A
ELECTION
TO THE SECRETARY OF THE COCA-COLA COMPANY (the "Company"):
Pursuant to paragraph 4 of The Coca-Cola Company Deferred
Compensation Plan for Non-Employee Directors (the "Plan"), the
undersigned hereby elects to defer ______% of all future payments
with respect to the annual retainer fee for service on the Board
of Directors of the Company in accordance with the terms of the
Plan. Of such amount ______% shall be deferred to the Cash Fund
and ______% shall be deferred to Share Units.
The compensation deferred is to be paid to me in the
following manner (check and complete one):
__ single lump-sum payment in cash or Company common
stock, as the case may be, to be paid on the later of
January 15 of the year following the year in which my
service terminates or six months from the termination
of my service; or
__ installment payments in _________ (insert number up to
five) annual installments, the first annual installment
to be paid on the later of January 15 of the year
following the year in which my service terminates or
six months from the termination of my service, and the
subsequent annual installment payments to begin on
January 15 of the year following the year in which my
first payment was made.
It is understood that this election must be submitted to the
Secretary of the Company
- by November 1 for continuing directors to begin
deferrals for payments otherwise to be received beginning
in the next calendar year or
- prior to beginning service on the Board for new
directors.
The undersigned hereby acknowledges that this election is
subject to the terms of the Plan.
__________________________________
(Signature of Director)
Date:___________, 19___ ___________________________________
(Printed or typed name of Director)
Received on the ________ day of ______________, 19___ on
behalf of The Coca-Cola Company.
___________________________________
Secretary