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EXHIBIT 10.2
THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN
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THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
Article Section Page
I Establishment of Plan
1.1 Establishment 1
1.2 Purpose 1
1.3 Application of Plan 1
II Definitions
2.1 Definitions 2
2.2 Gender and Number 4
III Participation
3.1 Eligibility for Participation 5
3.2 Date of Participation 5
3.3 Duration of Participation 5
IV Benefits
4.1 Normal Retirement Benefit 6
4.2 Early Retirement Benefit 7
4.3 Pre-Retirement Surviving Spouse Benefit 7
4.4 Post-Retirement Surviving Spouse Benefit 8
4.5 Protection of Accrued Benefit 9
4.6 Change in Control 9
V Forfeitability
5.1 Forfeitability of Benefits 14
VI Financing
6.1 Financing 15
6.2 No Trust Created 15
6.3 Unsecured Interest 15
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VII Administration
7.1 Administration 16
7.2 Key Executive Retirement Plan Committee 16
7.3 Expenses 17
7.4 Indemnification 17
7.5 Amendment or Termination of the Plan 17
7.6 Applicable Law 18
7.7 Nonalienation 18
7.8 Limitation on Rights 18
7.9 Tax Withholding 19
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THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN
Article I. Establishment of Plan
1.1 Establishment. Effective as of January 1, 1984, THE COCA-COLA
COMPANY established as part of The Coca-Cola Company Supplemental Retirement
Plan an unfunded supplemental retirement plan for eligible executives and their
beneficiaries as described herein, which, effective January 1, 1990, shall be
known as "THE COCA-COLA COMPANY KEY EXECUTIVE RETIREMENT PLAN" (hereinafter
called the "Plan").
1.2 Purpose. The purpose of this Plan is to provide key executives
of the Employer a retirement benefit which reflects their contributions to the
Company and to supplement the benefits payable from the Employer's Qualified
Pension Plan.
1.3 Application of Plan. The terms of this Plan are applicable only
to eligible executives who are in the employ of the Employer on or after
January 1, 1984. Any executive who retires or terminates his employment
relationship prior to such date shall not be covered under this plan.
Article II. Definitions
2.1 Definitions. Whenever used in the Plan, the following terms
shall have the respective meanings set forth below unless otherwise expressly
provided herein, and when the defined meaning is intended, the term is
capitalized.
(a) "Benefit Service" has the same meaning in this Plan as is
found in the Qualified Pension Plan.
(b) "Code" means the Internal Revenue Code of 1986 as amended from
time to time.
(c) "Committee" means the administrative body designated by the
Chief Executive Officer of the Company to administer the Plan
as described in Article VII.
(d) "Company" means The Coca-Cola Company.
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(e) "Compensation Committee" means the Compensation Committee of
the Board of Directors of The Coca-Cola Company.
(f) "Early Retirement Age" means the first to occur of (1) a
Participant's age when he has both attained his fifty-fifth
birthday (but not his sixty-fifth) and completed at least ten
years of Vesting Service or (2) age 60 with the approval of
the Employer.
(g) "Effective Date" means January 1, 1984.
(h) "Employer" means the Company and any other subsidiary
corporation of the Company approved by the Committee.
(i) "Final Average Pay" means the monthly average of a
Participant's Pay for the period of the five consecutive
calendar years during which he received the largest total
amount of Pay treating as a whole calendar year the last
calendar year in which he earned any Pay.
(j) "Normal Retirement Age" means a Participant's sixty-fifth
birthday.
(k) "Participant" means any executive of the Employer who has met
the eligibility requirements of the Plan, as set forth in
Article III hereof.
(l) "Pay" means the wage or salary paid to the Participant for the
Plan Year. Pay will include (a) contributions made after 1983
to a qualified salary reduction plan or cafeteria plan, (b)
earnings from any subsidiary with whom the Company has
executed a reciprocal agreement to recognize earnings for
retirement plan purposes, for a period of work during which
the Participant earns Vesting Service under the Qualified
Pension Plan, and (c) severance payments made after
involuntary termination under a formal severance pay policy in
a form other than a lump-sum payment incentive plan, and (d)
performance incentive plan awards, long-term
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incentive plan and deferred compensation. Pay will exclude
interest accrued on long-term incentives.
(m) "Plan" means the supplemental retirement plan described in
this instrument as the same may from time to time be amended.
(n) "Plan Year" means the calendar year.
(o) "Qualified Pension Plan" means the Employee Retirement Plan of
The Coca-Cola Company and any other defined benefit pension
plan maintained by the Employer.
(p) "Vesting Service" has the same meaning in this Plan as is
found in the Qualified Pension Plan.
(q) "Change in Control" means 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
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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.
2.2 Gender and Number. Except when otherwise indicated by the
context, any masculine terminology herein shall also include the feminine and
neuter, and the definition of any term herein in the singular may also include
the plural.
Article III. Participation
3.1 Eligibility for Participation. Each Key Senior Vice President in
charge of a major functional group as defined by the Chief Executive Officer of
the Company and higher-level executives of the Company and each other executive
of the Employer approved by the Chief Executive Officer from time to time shall
be eligible to participate in this Plan. Notwithstanding any other provisions
to the contrary, all decisions relating to participation are subject to the
review and approval of the Compensation Committee.
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3.2 Date of Participation. Each executive who is eligible to become
a Participant under Section 3.1 shall become a Participant on the later to
occur of (a) January 1, 1984, or (b) the date he meets the eligibility
requirements.
3.3 Duration of Participation. An executive who becomes a
Participant shall continue to be a Participant until his termination of
Employment with the Employer or the date he is no longer entitled to benefits
under this Plan.
Article IV. Benefits
4.1 Normal Retirement Benefit.
(a) Eligibility. A Participant whose employment with the Employer
terminates on or after he has attained his Normal Retirement
Age shall be eligible for a normal retirement benefit under
this Plan subject to Section 5.1.
(b) Amount. A Participant who is eligible pursuant to (a) above
shall be entitled to a monthly normal retirement benefit in an
amount equal to the excess of the greater of (1) or (2) below
over (3) below:
(1) the sum of (A) and (B) below:
(A) 20 percent of his Final Average Pay; and
(B) One percent of his Final Average Pay
multiplied by his years of Benefit Service
not in excess of 35 years;
(2) the monthly normal retirement benefit payable as a
life annuity he would have been entitled to receive
at his Normal Retirement Age (or later retirement)
under the Qualified Pension Plan, but for the
provisions of Section 415 and Section (401)(a)(17) of
the Code;
(3) the monthly normal retirement benefit he would be
entitled to receive at his Normal Retirement Age
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(or later retirement) under the Qualified Pension
Plan, under the payment form actually elected.
(c) Commencement and Duration. Monthly normal retirement benefit
payments in the form of a life annuity shall commence at the
same time as the normal retirement benefit payable from the
Qualified Pension Plan. When payments begin, they shall be
paid monthly thereafter as of the first day of each succeeding
month during his lifetime.
(d) Benefit Adjustment after Payments Begin. Any benefit payable
pursuant to Section 4.1(b) of this Article shall be adjusted
in accordance with new limitations, if any, established by the
Internal Revenue Service on payments that may be made from the
Qualified Pension Plan. In addition, benefits from this Plan
shall be adjusted if benefits payable from the Qualified
Pension Plan are increased because retirees are granted an
improvement in retirement income.
4.2 Early Retirement Benefit
(a) Eligibility. A Participant whose employment with the Employer
terminates on or after the date he has attained his Early
Retirement Age shall be eligible for an early retirement
benefit under this Plan subject to Section 5.1.
(b) Amount. A Participant who is eligible pursuant to (a) above
shall be entitled to a monthly early retirement benefit in an
amount equal to the greater of the amount computed under
Section 4.1(b)(1) hereof or the amount computed under Section
4.1(b)(2) hereof. Such amount shall be reduced, using the
same reduction factors as are in use under the Qualified
Pension Plan, for each month by which the Participant's first
payment under this Plan precedes age 62. The resulting amount
shall
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be reduced by any monthly benefit amount actually received
from the Qualified Pension Plan.
(c) Commencement and Duration. Monthly early retirement benefit
payments in the form of a life annuity shall commence at the
same time as the early retirement benefit payable from the
Employer's Qualified Pension Plan except for Participants not
eligible for early retirement under the Qualified Pension
Plan, in which case early retirement benefit payments shall
commence on the first of the month following retirement. When
payments begin, they shall be paid monthly thereafter as of
the first day of each succeeding month during his lifetime.
When the benefit from the Qualified Pension Plan commences,
the benefit from this Plan shall be reduced by the amount of
the benefit paid from the Qualified Pension Plan.
4.3 Pre-Retirement Surviving Spouse Benefit.
(a) Eligibility. The Surviving spouse of a Participant who dies
while employed by the Employer shall be eligible for a
surviving spouse benefit under this Plan as if the Participant
had elected pre-retirement death benefit coverage in the form
of a 100 percent joint and survivor annuity under the
Qualified Pension Plan.
(b) Amount. A surviving spouse who is eligible pursuant to (a)
above shall be entitled to a monthly surviving spouse benefit
computed in the same manner as a normal retirement benefit for
the Participant under Section 4.1(b) hereof, provided that the
amount determined under Subsection 4.1(b) (3) shall be the
benefit actually received by the surviving spouse from the
Qualified Pension Plan, if any, and provided further, that if
payment of the benefit commences before a Participant attains
his Normal Retirement Age, the
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amount of the benefit shall be actuarially reduced for each
full calendar month to occur between the later of (1) the date
the Participant would have attained age 55 or (2) the date of
his death and the month in which the Participant would have
attained age 62 by the amount of any actuarial reduction
applied in the Qualified Pension Plan relating to early
commencement of retirement benefits.
(c) Commencement and Duration. Monthly surviving spouse benefit
payments shall commence on the first of the month following
the Participant's death. When payments begin, they shall be
paid monthly thereafter as of the first day of each succeeding
month until the first to occur of the surviving spouse's death
or remarriage, and shall be subject to adjustment in
accordance with the provision of Section 4.1(d) of this
article. In the event of remarriage of the surviving spouse,
benefits from this Plan will cease, and benefits will be
payable from the Supplemental Retirement Plan beginning at the
Participant's earliest retirement age as defined in the
Employee Retirement Plan of The Coca-Cola Company.
4.4 Post-Retirement Surviving Spouse Benefit.
(a) Eligibility. The surviving spouse of a retired Participant
who is receiving a benefit from the Qualified Pension Plan in
the form of a 100 percent joint and surviving spouse payment
and who dies while receiving, or while entitled to in the
future receive, a benefit under Section 4.1 or 4.2 of this
article, shall be eligible for a surviving spouse benefit
under this Plan.
(b) Amount. A surviving spouse who is eligible pursuant to (a)
above shall be entitled to a monthly surviving spouse benefit
equal to the amount received or the
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amount that could have been received by the Participant at his
death.
(c) Commencement and Duration. Monthly surviving spouse benefit
payments shall commence on the first of the month following
the Participant's death. When payments begin, they shall be
paid monthly thereafter as of the first day of each succeeding
month during her lifetime and shall be subject to adjustment
in accordance with the provisions of Section 4.1 (d).
4.5 Protection of Accrued Benefit. In no event will the accrued benefit of
any participant at his retirement date on or after January 1, 1989 be less than
the benefit accrued at the end of any earlier calendar year at which he was a
participant in this Plan.
4.6 Change in Control.
(a) Coverage. If there is a Change in Control, each Participant
described in the first sentence of Section 3.1 shall be
covered by the special rules set forth in this Section 4.6 and
shall be referred to as a "Covered Participant".
(b) Full Vesting. If there is a Change in Control, each Covered
Participant's interest in his Accrued Benefit shall
immediately become fully vested and nonforfeitable as of such
date and as of any date thereafter.
(c) Accrued Benefit. Each Covered Participant's Accrued Benefit
under this Section 4.6 as of any date such benefit is
calculated shall equal (1) the benefit which would be payable
to him under Section 4.1 if he retired on such calculation
date or, if he had not reached his Normal Retirement Age by
such date, (2) the benefit which would be payable to him under
Section 4.2 if he retired early on such calculation date or,
if he had not reached his Early Retirement Age by such date,
(3)
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the benefit which would be payable to him under Section 4.2
based on his actual Final Average Pay and his actual Benefit
Service on such calculation date as if (i) he had continued to
work for the Employer until he reached his Early Retirement
Age and (ii) he had retired under Section 4.2 immediately
after he reached such age.
(d) Special Change in Control Benefit.
(1) Termination of Employment. If a Covered
Participant's employment with the Employer terminates for any
reason whatsoever before the end of the two-consecutive-year
period which begins on the date there is a Change in Control,
he shall be paid the Change in Control benefit calculated in
accordance with the rules set forth in Section 4.6(d)(2)
immediately after such termination of his employment in cash
in a lump sum in lieu of any other benefit under the Plan.
(2) Benefit Computation Rules.
(A) Benefit Service and Final Average Pay. A
Covered Participant's benefit under this Section 4.6(d) shall
be based on his actual Benefit Service on the date his
employment terminated for purposes of Section 4.6(d)(1) and
on his actual Final Average Pay on such date unless he had not
reached his Early Retirement Age on or before such date. If
he had not reached his Early Retirement Age on or before his
employment terminated for purposes of Section 4.6(d)(1), his
Final Average Pay shall be recalculated [as the first
calculation step under this Section 4.6(d)] for the purposes
of this Section 4.6(d) on the assumption that (i) he had
continued to work for the Employer until he reached his Early
Retirement Age and (ii) his Pay for each calendar year after
the calendar year which immediately preceded the date his
employment terminated for purposes of Section 4.6(d)(1) had
continued to
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increase until he reached his Early Retirement Age at the rate
of 8% per year (over his Pay for the calendar year which
immediately preceded the date his employment so terminated).
(B) Benefit Under Section 4.1 or Section 4.2. As
the second calculation step under this Section 4.6(d), a
Covered Participant's Accrued Benefit shall be recalculated as
of the date of his termination of employment for purposes of
Section 4.6(d)(1) using (1) his Benefit Service and his Final
Average Pay as calculated under Section 4.6(d)(2)(A), (2) an
assumption that he was unmarried and would remain unmarried
and (3) an assumption that he was ineligible for any benefit
under any Qualified Pension Plan.
(C) Actuarial Equivalent. As the third
calculation step under this Section 4.6(d), a Covered
Participant's monthly life-only benefit as calculated under
Section 4.6(d)(2)(B) plus the related monthly life-only
survivor benefit which would be payable under Section 4.4 to
the person, if any, who is his spouse on the date his
employment terminated for purposes of Section 4.6(d) (1) (if
such spouse survived him) shall be converted to an actuarial
equivalent lump sum benefit (1) using an 8% per annum simple
interest rate assumption, (2) using such other factors and
assumptions for making actuarial equivalent lump sum cash-out
calculations as in effect on the date his employment
terminated for purposes of Section 4.6(d) (1) under the
Employee Retirement Plan of The Coca-Cola Company or, if no
such other factors and assumptions are in effect on such date,
such other factors and assumptions for making such
calculations under such plan as in effect on the date of the
Change in Control and (3) assuming that (A) he remains married
to such spouse until his death, (B) such spouse survives him
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and actually receives a benefit from a Qualified Pension Plan
in the form of a 100 percent joint and surviving spouse
payment and (C) such spouse never remarries.
(D) Present Value.
(1) Post-Early Retirement Age. If a
Covered Participant's employment
actually terminated for purposes of
Section 4.6(d)(1) on or after his
Early Retirement Date, his benefit
under this Section 4.6(d)(2)(D)
shall be his actuarial equivalent
lump sum benefit as calculated under
Section 4.6(d)(2)(C) without any
further adjustments.
(2) Pre-Early Retirement Age. If a
Covered Participant's employment
actually terminated for purposes of
Section 4.6(d)(1) before he reached
his Early Retirement Age, his
benefit under this Section
4.6(d)(2)(D) shall equal the present
value of his actuarial equivalent
lump sum benefit under Section
4.6(d)(2)(C) as calculated (as the
fourth calculation step in this
Section 4.6(d)) using an 8% per
annum interest rate compounded
annually.
(E) Qualified Pension Plan Benefit. As the fifth
calculation step in this Section 4.6(d), the
Covered Participant's aggregate actual vested
accrued Qualified Pension Plan benefit, if
any, on the date his employment terminated
for purposes of Section 4.6(d)(1) shall be
calculated as an actuarial equivalent lump
sum benefit payable as of such date using (1)
an 8% per annum simple interest rate
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assumption and (2) such other factors and
assumptions for making actuarial equivalent
lump sum cash-out calculations as in effect
on the date his employment terminated for
purposes of Section 4.6(d) (1) under the
relevant Qualified Pension Plan or, if no
such other factors and assumptions are in
effect on such date, such other factors and
assumptions for making such calculations
under such plan as in effect on the date of
the Change in Control.
(F) Section 4.6(d)(1) Benefit. A Covered
Participant's benefit under Section 4.6(d)
(1) shall (as the final calculation step in
this Section 4.6(d)) equal the excess, if
any, of his benefit as calculated under
Section 4.6(d)(2)(D) over his Qualified
Pension Plan benefit as calculated under
Section 4.6(d)(2)(E).
(e) Termination of Employment. If a Covered Participant's
employment with the Employer terminates when he no longer is
eligible for a benefit under Section 4.6(d) but before he
otherwise is eligible for a benefit under Section 4.2, no
payment shall be made to him under the Plan until the date he
would have reached his Early Retirement Age if he had
continued to be employed by the Employer. When such a Covered
Participant so reaches his Early Retirement Age, he shall be
treated under Section 4.2 as if he had immediately retired,
and his benefit under Section 4.2 shall be calculated and paid
under Section 4.2 at that time based on his Final Average Pay
and his Benefit Service at his termination of employment. A
Covered Participant shall be treated as employed by the
Employer under Section 4.3, Pre-Retirement Surviving Spouse
Benefit, at his death if he
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dies on or after the date his employment terminates and before
the date he is treated under this Section 4.6(e) as retiring
early under Section 4.2.
(f) Excise Tax. Any federal golden parachute payment excise tax
paid or payable under Section 4999 of the Internal Revenue
Code of 1986, as amended, or any successor to such Section, by
a Participant for his taxable year for which he reports the
payment made under Section 4.6(d) (1) on his federal income
tax return shall be deemed attributable to such payment under
Section 4.6(d) (1), and the Company promptly on written demand
from the Participant (or, if he is dead, from his estate)
shall pay to him (or, if he is dead, to his estate) an amount
equal to such excise tax.
(g) Non-Competition. Neither the payment made under Section
4.6(d) (1) nor a Covered Participant who receives such payment
shall be subject to Article V of the Plan, and no Covered
Participant who receives such a payment shall have any
obligations whatsoever (exclusively as a result of the receipt
of such payment) to refrain from engaging in any activity
which competes directly or indirectly with the Employer.
Article V. Forfeitability
5.1 Forfeitability of Benefits. Any benefits under this Plan
which a Participant is receiving shall cease, and all rights under the Plan
shall be extinguished, if a Participant terminates employment with the Employer
and without the Employer's consent is subsequently (a) employed by or in any
manner provides services for any business organization that is in direct
competition with the Employer or (b) personally engages in direct competition
with the Employer. If a court of competent jurisdiction finds that the
restrictions provided for in (a) and (b) are unenforceable, then such benefits
shall be forfeited if a
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participant competes either as an employee or directly in the widest
geographical area and for the longest period of time that are legally
enforceable. Further, all rights under the Plan shall be extinguished and
forfeited if a Participant terminates employment with the Employer prior to his
Early Retirement Age for any reason other than death, unless otherwise
expressly provided in writing by the Compensation Committee of the Board of
Directors.
Article VI. Financing
6.1 Financing. The benefits under this Plan shall be paid out of
the general assets of the Employer. The benefits shall not be funded in
advance of payment in any way.
6.2 No Trust Created. Nothing contained in this Plan, and no
action taken pursuant to the provisions of this Plan, shall create or be
construed to create a trust of any kind or a fiduciary relationship between the
Employer and any Participant, his spouse, or any other person.
6.3 Unsecured Interest. No Participant hereunder shall have any
interest whatsoever in any specific asset of the Employer. To the extent that
any person acquires a right to receive payments under this Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Employer.
Article VII. Administration
7.1 Administration. The Company shall be the Plan Administrator
and shall have all of the powers and responsibilities of that office as
described in ERISA, which powers and duties shall be delegated to the extent
provided in this Article VII.
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7.2 Key Executive Retirement Plan Committee. The Company's Chief
Executive Officer (CEO) shall appoint a Committee of at least five members, who
may or may not be officers or employees of the Company or a Subsidiary. Each
Committee member shall serve at the pleasure of the CEO. Any member may resign
by submitting a written resignation to the CEO. The CEO shall appoint a
successor member to fill each vacancy on the Committee.
(a) Actions. The CEO shall designate a Committee member as the chairman
to preside at each meeting. In the event of the chairman's absence at
any meeting, the members present shall select one of their members to
serve as acting chairman. The Committee shall appoint a secretary,
who may or may not be a Committee member, to keep minutes of meetings
and to perform other duties assigned by the Committee. The Committee
may appoint such other officers as it deems necessary, who may or may
not be Committee members. Each action of the Committee shall be taken
by a majority vote of all members then in office, provided that the
Committee may establish procedures for taking written votes without a
meeting. The Committee may, by a properly executed resolution,
authorize any member or officer or any other person to sign
communication and to execute documents on its behalf, and may delegate
other duties and responsibilities as it considers to be in the best
interest of the Plan.
(b) Powers. The Committee shall have primary responsibility for the
administration of the Plan, and all powers necessary to enable it to
properly perform its duties, including but not limited to the
following powers and duties:
(1) The Company may adopt rules and regulations necessary for the
performance of its duties under the Plan.
(2) The Committee shall have the power to construe the Plan and to
decide all questions arising under the Plan.
(3) The Committee shall determine the eligibility of Participants
to receive benefits and the amount of
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benefits to which any Participant may be entitled under the
Plan.
(4) The Committee shall direct the payment of benefits from the
Company's general treasury, and shall specify the payee, the
amount and the conditions of each payment.
(5) The Committee shall prepare and distribute to the Participants
plan summaries, notices, and other information about the Plan
in such manner as it deems proper and in compliance with
applicable law.
(6) The Committee shall provide forms for use by Participants in
applying for benefits.
(7) The Committee shall appoint an enrolled actuary to make
periodic actuarial valuations of the Plan's experience and
liabilities and to prepare actuarial statements.
(8) The Committee shall retain legal counsel, accountants and such
other agents as it deems necessary to properly administer the
Plan.
(9) The Committee shall cause to be filed all reports under the
Code.
7.3 Expenses. The Company shall pay all expenses incurred by the
Committee in administering the Plan, including fees and charges of actuaries,
attorneys, accountants, and consultants.
7.4 Indemnification. The Company shall indemnify and hold
harmless the Committee and each member and each person to whom the Plan
Administrator or the Committee has delegated responsibility under this Article
VII, from all joint or several liability for their acts and omissions and for
the acts and omissions of their duly appointed agents in the administration of
the Plan, except for their own breach of fiduciary duty and willful misconduct.
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7.5 Amendment or Termination of the Plan. The Committee shall
have the right to amend or to terminate the Plan at any time, provided
(1) no such amendment or termination shall be effective before the
date the Committee properly acts to adopt such amendment or to
effect such termination if such amendment or termination
adversely affects any Participant's right to a benefit which
has vested under the Plan before such date, and
(2) the Committee shall have no right whatsoever on or after the
date there is a Change in Control to amend or to terminate the
Plan if
(A) such amendment or termination is effective as
of any date before the end of the
two-consecutive- year period which begins on
the date that there is a Change in Control
and
(B) such amendment or termination affects in any
manner whatsoever the rights or benefits of,
or the provisions of the Plan which directly
or indirectly relate to, a Covered
Participant (as described in Section 4.6(a))
unless
(C) all such Covered Participants affirmatively
consent in writing to such amendment or
termination.
Notice of any amendment or termination under this Section 7.5 shall be given
in writing to each participant and to each surviving spouse of a deceased
Participant who has an interest in the Plan.
7.6 Applicable Law. The Plan shall be construed in accordance
with the laws of the State of Georgia, except to the extent such laws are
preempted by the Code.
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7.7 Nonalienation. No benefits payable under the Plan shall be
subject to the claim or legal process of any creditor of any Participant or
Spouse, and no Participant or Spouse shall alienate, transfer, anticipate, or
assign any benefits under the Plan.
7.8 Limitation on Rights. No person shall have any right or
interest in any portion of the Plan except as specifically provided in the
Plan.
7.9 Tax Withholding. The Employer may withhold, or require the
withholding of, from any payment which it is required to make, any federal,
state, or local taxes required by law to be withheld with respect to such
payment and such payment and such sum as the Employer may reasonably estimate
as necessary to cover any taxes for which the Employer may be liable and which
may be assessed with regard to such payment. Upon discharge or settlement of
such tax liability, the Employer shall distribute the balance of such sum, if
any, to the Participant from whose payment it was withheld, or if such
Participant is then deceased, to the beneficiary of such Participant. Prior to
making any payment hereunder, the Employer may require such documents from any
taxing authority, or may require such indemnities or surety bond as the
Employer shall reasonably deem necessary for his protection.
19
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IN WITNESS WHEREOF, THE COCA-COLA COMPANY has caused this instrument
to be signed, effective as of January 1, 1990, on this _____ day of
_______________, 19____.
THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT
ATTEST: PLAN COMMITTEE
_______________________________ BY______________________________
SECRETARY OF THE COMMITTEE CHAIRMAN
20
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AMENDMENT NUMBER 1
TO THE COCA-COLA COMPANY
KEY EXECUTIVE RETIREMENT PLAN
Effective as of December 31, 1993, the Key Executive Retirement Plan
Committee of The Coca-Cola Company Key Executive Retirement Plan (the "Plan")
hereby amends the Plan as follows:
1. The following new Section 4.2A hereby is added immediately
following Section 4.2 of the Plan:
"4.2A Special Benefit for Certain Participants Terminating
Before Early Retirement Age.
(a) Eligibility. An executive of the Employer
who is a Participant on December 31, 1993, and whose
employment with the Employer terminates before the date he has
attained Early Retirement Age shall be eligible for a
retirement benefit under this Section 4.2A, subject to Section
5.1.
(b) Amount. A Participant who is eligible
pursuant to Subsection (a) above shall be entitled to a
monthly benefit in an amount equal to the greater of the
amount computed under Section 4.1(b)(1) or Section 4.1(b)(2)
hereof, determined as of December 31, 1993 based on his Final
Average Pay and years of Benefit Service as of such date.
Such amount shall be reduced, using the same reduction factors
as are in use under the Qualified Pension Plan for a vested
terminated participant, for each month by which the
Participant's first payment under this Plan precedes the first
day of the month on or after the Participant attains age 65.
The resulting amount shall be reduced by the monthly benefit
amount actually received from the Qualified Pension Plan (or
the monthly benefit amount that would have been payable
commencing at Early Retirement Age if the Participant had been
vested in the Qualified Pension Plan on his employment
termination date).
(c) Commencement and Duration. Monthly benefit
payments under this Section 4.2A in the form of a life annuity
shall commence at the same time as the benefit payable from
the Employer's Qualified Pension Plan; provided, if no benefit
is payable from the Qualified Pension Plan, then payments
shall commence on the first day of the month following the
date the Participant attains Early Retirement Age. When
payments begin, they shall be paid monthly thereafter as of
the first day of each succeeding month during his lifetime."
2. Subsection (a) of Section 4.4 of the Plan is hereby
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amended by deleting said subsection and substituting the following in
lieu thereof:
"(a) Eligibility. The surviving spouse
of a retired Participant who is receiving a benefit from the
Qualified Pension Plan in the form of a 100 percent joint and
surviving spouse payment and who dies while receiving, or
while entitled to in the future receive, a benefit under
Section 4.1, 4.2 or 4.2A of this article, shall be eligible
for a surviving spouse benefit under this Plan."
3. Section 5.1 of the Plan is hereby amended by deleting said
section and substituting the following in lieu thereof:
"5.1 Forfeitability of Benefits.
(a) Non-Competition. Any benefits under this
Plan which a Participant is receiving shall cease, and all
rights under the Plan shall be extinguished, if a Participant
terminates employment with the Employer and without the
Employer's consent is subsequently (i) employed by or in any
manner provides services for any business organization that is
in direct competition with the Employer; or (ii) personally
engages in direct competition with the Employer. If a court
of competent jurisdiction finds that the restrictions provided
for in (i) and (ii) are unenforceable, then such benefits
shall be forfeited if a Participant competes either as an
employee or directly in the widest geographical area and for
the longest period of time that are legally enforceable.
(b) Early Retirement Age.
Except as provided in Section 4.2A, all
rights to a benefit under the Plan shall be extinguished and
forfeited if a Participant terminates employment with the
Employer prior to his Early Retirement Age for any reason
other than death, unless otherwise expressly provided in
writing by the Compensation Committee of the Board of
Directors.
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