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EXHIBIT 10.17
THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN
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THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN
TABLE OF CONTENTS
Page
ARTICLE I - PURPOSE AND ESTABLISHMENT 1
1.1 Establishment 1
1.2 Purpose 1
1.3 Application of Plan
ARTICLE II - DEFINITIONS 2
2.1 Account 2
2.2 Employer 2
2.3 Beneficiary 2
2.4 Code 2
2.5 Common Stock 2
2.6 Company 2
2.7 Early Retirement Age 2
2.8 Effective Date 2
2.9 Employee 2
2.10 Market Price 3
2.11 Participant 3
2.12 Pension Benefit 3
2.13 Plan 3
2.14 Plan Year 3
2.15 Qualified Pension Plan 3
2.16 Thrift Benefit 3
2.17 Thrift Plan 3
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ARTICLE IV - ELIGIBILITY 4
4.1 Eligibility for Participation 4
4.2 Determination of Eligibility 4
4.3 Date of Participation 4
4.4 Duration of Participation 4
ARTICLE V - BENEFITS 5
5.1 Pension Benefit 5
5.2 Distribution of Pension Benefit 5
5.3 Funding of Pension Benefit 6
5.4 Thrift Benefit 6
5.5 Distribution of Thrift Benefit 7
5.6 Pension Benefit Upon Change in Control 8
5.7 Thrift Benefit Upon Change in Control 10
ARTICLE VI - FORFEITABILITY 11
ARTICLE VII - ADMINISTRATION 12
7.1 Plan Administrator 12
7.2 Supplemental Benefit Plan Committee 12
7.3 Expenses 13
7.4 Indemnification 13
7.5 Amendment or Termination of the Plan 14
7.6 Applicable Law 14
7.7 Nonalienation 14
7.8 Limitation on Rights 15
7.9 Tax Withholding 15
7.10 No Trust Created 15
7.11 Unsecured Interest 15
7.12 No Guarantee of Employment 15
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THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN
ARTICLE I. PURPOSE AND ESTABLISHMENT
1.1 Establishment. The Coca-Cola Company (the "Company")
established as part of The Coca-Cola Company Supplemental Retirement Plan,
effective as of January 1, 1984 an unfunded supplemental retirement plan for
eligible employees and their beneficiaries as described herein which, effective
January 1, 1989, shall be known as The Coca-Cola Company Supplemental Benefit
Plan (the "Plan").
1.2 Purpose. The Plan is designed to provide certain retirement
benefits primarily for a select group of management or highly compensated
employees which are not otherwise payable or cannot otherwise be provided by
the Company under the Employee Retirement Plan of The Coca-Cola Company and The
Coca-Cola Company Thrift Plan, as a result of the limitations set forth under
sections 401, 402(g), and 415 of the Internal Revenue Code of 1986, as amended
from time to time.
1.3 Application of Plan. The terms of this Plan are applicable
only to eligible employees who are in the employ of the Employer on or after
January 1, 1984. Any employee who retires or terminates his employment
relationship prior to such date shall not be covered under this Plan.
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ARTICLE II. DEFINITIONS
2.1 "Account" shall mean the account or accounts established and
maintained by the Employer to reflect the interest of a Participant in the Plan
resulting from a Participant's Supplemental Thrift Benefit calculated in
accordance with Section 5.5.
2.2 "Employer" shall mean the Company and any subsidiary
Corporation of the Company approved by the Committee for coverage by the Plan.
2.3 "Beneficiary" shall mean, unless otherwise designated, the
beneficiary elected or deemed to have been elected under the Employee
Retirement Plan of The Coca-Cola Company or The Coca-Cola Company Thrift Plan.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.5 "Common Stock" shall mean common stock of The Coca-Cola
Company.
2.6 "Company" shall mean The Coca-Cola Company.
2.7 "Early Retirement Age" shall mean the first to occur of (1) a
Participant's age when he has both attained his fifty-fifth (but not his
sixty-fifth) birthday and completed at least ten years of service or (2) age 60
with the approval of the Employer.
2.8 "Effective Date" shall mean January 1, 1984.
2.9 "Employee" shall mean any person who is currently employed by
an Employer.
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2.10 "Market Price" shall mean the closing price per share of
Company common stock as reported on the New York Stock Exchange Composite
Transactions listing.
2.11 "Participant" shall mean an Employee or former Employee of an
Employer who is eligible to receive benefits provided by the Plan.
2.12 "Pension Benefit" shall mean the benefit described in Section
5.1.
2.13 "Plan" shall mean The Coca-Cola Company Supplemental Benefit
Plan , as amended from time to time.
2.14 "Plan Year" shall mean the calendar year.
2.15 "Qualified Pension Plan" shall mean the Employee Retirement
Plan of The Coca-Cola Company or any other defined benefit pension plan
maintained by the Employer, as amended from time to time.
2.16 "Thrift Benefit" shall mean the benefit described in Section
5.4.
2.17 "Thrift Plan" shall mean The Coca-Cola Company Thrift Plan or
any other defined contribution plan maintained by the Employer, as amended from
time to time.
Where the context requires, the definitions of all terms set forth in
the Qualified Pension Plan and the Thrift Plan shall apply with equal force and
effect for purposes of interpretation and administration of the Plan, unless
said terms are otherwise specifically defined in the Plan. The masculine
pronoun shall be construed to include the feminine pronoun and the singular
shall include the plural, where the context so requires.
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ARTICLE IV. ELIGIBILITY
4.1 Eligibility for Participation. All salaried employees of the
Employer (a) whose benefits under the Employee Retirement Plan of The Coca-Cola
Company are limited by the limitations set forth in Sections 401(a)(17) and 415
of the Code, or (b) for whom contributions by the Employer to the Thrift Plan
are limited by the limitations set forth in Sections 401(a)(17), 401(k),
401(m), 402(g), and 415 of the Code, shall be eligible to participate in the
Plan. Upon becoming a Participant, an Employee shall be deemed to have
assented to the Plan and to any amendments hereafter adopted.
4.2 Date of Participation. Each Employee who is eligible to
become a Participant under Section 4.1 shall become a Participant on the later
to occur of (a) January 1, 1984 or (b) the first day of the month coincident
with or next following the date he meets the eligibility requirements.
4.3 Duration of Participation. An executive who becomes a
Participant shall continue to be a Participant until the termination of
employment with the Employer or the date he is no longer entitled to benefits
under this Plan.
ARTICLE V. BENEFITS
5.1 Pension Benefit.
(a) If a Participant has Benefit Service with respect to
the Qualified Pension Plan of his Employer, he shall be entitled to a Pension
Benefit equal to that portion of his Retirement Income under the Qualified
Pension Plan of the Employer which is not payable under such Qualified Pension
Plan as result of the limitations imposed by Sections 401(a)(17), 415(b), and
415(e) of the Code.
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(b) To the extent that a Participant's Retirement Income
under a Qualified Pension Plan is recalculated as a result of an amendment to
such Qualified Pension Plan in order to increase the amount of his Retirement
Income, the Participant's Pension Benefit shall also be recalculated in order
to properly reflect such increase in determining payments of the Participant's
Pension Benefit made on or after the effective date of such increase.
(c) For purposes of this Section 5.1, the Pension Benefit
of a Participant shall be calculated based on the participant's compensation
that is considered under the Employee Retirement Plan of The Coca-Cola Company
in calculating his Retirement Income, without regard to the limitation of
Section 401(a)(17) of the code.
(d) Any benefit payable pursuant to this Section 5.1
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.
5.2 Distribution of Pension Benefit
(a) The Pension Benefit, as determined in accordance with
Section 5.1, shall be payable in monthly increments on the first day of the
month concurrently with and in the same manner as the Participant's Retirement
Income under the Qualified Pension Plan. The Beneficiary of a Participant's
Pension Benefit shall be the same as the beneficiary of the Participant's
Retirement Income under the Qualified Pension Plan unless the Participant
designates otherwise. Such designation is subject to the approval of the
Committee.
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(b) Pre-Retirement Survivor's Benefit. If a Participant dies
while employed by the Employer and his Beneficiary is eligible for the
pre-retirement Survivor's Benefit under the Qualified Pension Plan, his
Beneficiary shall be entitled to receive a survivor's benefit from this Plan
calculated in the same manner and payable at the same time as the
pre-retirement Survivor's Benefit under the Qualified Pension Plan.
(c) Post-Retirement Survivor's Benefit. If a Participant dies
after benefit payments have begun, his Beneficiary shall be entitled to receive
a survivor's benefit from this Plan calculated in the same manner and payable
at the same time as the post-retirement Survivor's Benefit under the Qualified
Pension Plan.
(d) Termination of Employment. If a Participant's employment with
the Employer terminates for a reason other than death before he attains his
Early Retirement Age, no benefits will be payable from this Plan.
5.3 Funding of Pension Benefit. The Employer shall not reserve or
otherwise set aside funds for the payment of its obligations under the Plan,
and such obligations shall be paid solely from the general assets of the
Employer. The assets from which such obligations shall be paid at all times
remain subject to the claims of the creditors of the Employer.
5.4 Thrift Benefit.
(a) A Participant shall be entitled to a Thrift Benefit which is
determined under this Section 5.4. An Account shall be established for the
Participant by the Employer, as of his initial Plan Year of participation in
the Plan. Each Plan Year such Account shall be credited with hypothetical
contributions equal to the amount that the Employer is prohibited from
contributing to the Thrift Plan on behalf of the Participant as a result of the
limitations imposed by Sections 401(a)(17), 401(k), 401(m), 402(g), 415(c), and
415(e) of the Code.
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(b) For purposes of this Section 5.4, the Thrift Benefit of a
Participant shall be calculated based on the Participant's compensation that
would have been considered in calculating allocations to his accounts under the
Thrift Plan, without regard to the limitations of Section 401(a)(17) or Section
402(g) of the Code.
(c) All amounts so credited to the Account of the Participant
shall be deemed to be invested in the Company Stock Fund at the same time and
at the same share cost that such amounts would have been so invested if they
had been contributed by the Employer to the Thrift Plan. In addition, such
Account shall be credited with such additional hypothetical shares as could be
purchased with the dividends which would have been payable if the credited
shares had been outstanding.
5.5 Distribution of Thrift Benefit.
(a) Distribution of the total value of an Account of a
Participant may be received by the Participant when he is no longer an employee
in accordance with 5.5(b) or may be received by the Beneficiary of a deceased
Participant in accordance with 5.5(c). Distributions shall be made in the form
of lump sum cash payments, or in such other form as the Committee may approve.
Distribution of a Participant's Account shall be comprised of the cash value of
the sum of the hypothetical shares of Company Stock, if any, credited to the
Account in accordance with 5.4(c) plus the cash value of hypothetical
contributions and dividends which have accrued since the most recent Valuation
Date as defined in the Thrift Plan. The value of the hypothetical shares of
Company Stock shall be determined using the highest Market Price between the
fifteenth day of the month of termination of the Participant and the first
working day in the month following termination. A Participant or Beneficiary
who is entitled to distribution of an Account shall submit to the Employer a
written election to receive a distribution. If any benefits payable to, or on
behalf of, a Participant are not claimed for a period of
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seven years from the date of entitlement as determined by the Committee, the
Participant, or other potential payee, shall be presumed dead and the value of
the value of the Account shall revert to the Company. Notwithstanding any
provision to the contrary, no distribution shall occur unless the Participant
has filed a written claim with the Committee within one year after the date on
which the Participant's employment with the Employer is terminated.
(b) A Participant shall elect to receive distribution of
the total value of his Account upon his resignation, discharge, or retirement
and may elect to receive such a distribution upon his permanent and total
disability as determined by the Committee. In the event that a Participant
resumes his employment prior to the distribution of the value of his Account,
the distribution shall not be made, and no subsequent distribution shall be
made until the reemployed Participant again resigns, is discharged or retires.
The amounts to which a Participant may become entitled under this Section
5.5(b) shall be distributed to him as a single payment.
(c) Upon the death of a Participant, the total value of
his Account shall be paid to his designated Beneficiary or Beneficiaries. If
there is no surviving Beneficiary, the value will be disposed of as designated
by the will of a Participant, or by the intestate statute applicable. The
Beneficiary shall be the beneficiary elected or deemed to have been elected by
the Participant under The Coca-Cola Company Thrift Plan unless the Participant
designates otherwise. Such designation is subject to the approval of the
Committee.
(d) The Committee in its sole discretion upon application
made by the Participant, a designated Beneficiary, or their legal
representative, may determine to accelerate payments or, in the event of death
or total disability (as determined by the Social Security Administration), to
extend or otherwise make payments in a manner different from the manner in
which such payment would be made under the method of distribution elected by
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the Participant in the absence of such determination.
5.6 Pension Benefit Upon Change in Control. In the event of a
Change in Control, as defined in Section 5.6 (a), while this provision remains
in effect, no amendment will thereafter be made to this Section for a period of
at least two consecutive years following the date when the Change in Control
occurs. The enhancement of benefits described in this Section is conditional
upon this Section remaining in effect until a Change in Control occurs, and is
not part of any Participant's Accrued Benefit as defined in the Qualified
Pension Plan.
(a) Definition of Change in Control. For purposes of this
Section, a Change in Control means any change required to be reported
in Item 6(e) of Schedule 14A of Regulation 14A issued under the
Securities Exchange Act of 1934 (the Exchange Act) as in effect on
November 15, 1988. A Change in Control will be considered to have
occurred under any of the following circumstances.
(1) Any person (within the meaning of Exchange Act Sections 13(d)
and 14(d)(2)) becomes the beneficial owner (within the meaning
of Exchange Act Rule 13d-3), directly or indirectly, of
securities representing 20 percent 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;
(2) 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;
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(3) The Company's shareholders approve any merger or consolidation
as a result of which its stock is or will 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 percent or
more of the assets or earning power of the Company; or
(4) the Company's shareholders approve any merger or consolidation
to which the Company is a party, and as a result of which the
persons who were Company shareholders immediately before the
effective date of the merger or consolidation have or will
have beneficial ownership of less than 50 percent 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 will be considered to have occurred if, before the
time when a Change in Control would otherwise be considered to
have occurred, the Board of Directors determines otherwise.
(b) Coverage Upon Change in Control. 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 5.6(a) and
shall be referred to as a "Covered Participant."
(c) Provisions Which Will Become Effective in the Event of a Change in
Control. If any Participant's Employment terminates for any reason
whatsoever during the two-consecutive-year period which begins on the
date when a Change in Control occurs, the Change of Control provisions
in the Qualified Pension Plan will apply to the calculation of his
Pension Benefit under this Plan.
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5.7 Thrift Benefit Upon Change in Control. The Participant's
Thrift Benefit plus an adjustment for his payroll tax withholding will become
payable, regardless of his age or the number of his Years of Service, if his
Employment terminates because of a Change in Control.
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Article VI. Forfeitability
6.1 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 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.
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ARTICLE VII. ADMINISTRATION
7.1 Plan Administrator. 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.
7.2 Supplemental Benefit 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
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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 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
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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.
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 5.2)
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 Beneficiary of a deceased
Participant who has an interest in the Plan.
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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.
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
Beneficiary, and no Participant or Beneficiary shall alienate, transfer,
anticipate, or assign any benefits under the Plan.
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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.
7.10 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 or any kind of a fiduciary relationship between the
Employer of any Participant, his spouse, or any other person.
7.11 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.
7.12 No Guarantee of Employment. Participation hereunder shall not
be construed as creating any contract of employment
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between any Employing Company and a Participant, nor shall it limit the right
of an Employing Company to suspend, terminate, alter, modify, whether or not
for cause, the employment relationship between such Employing Company and a
Participant.
* * * * * * * * * * *
IN WITNESS WHEREOF, THE COCA-COLA COMPANY has caused this instrument
to be signed, effective as of January 1, 1989, on this _____ day of
_______________, 19____.
THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT
ATTEST: PLAN COMMITTEE
_______________________________ BY_________________________
SECRETARY OF THE COMMITTEE CHAIRMAN
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AMENDMENT NUMBER TWO
TO THE
THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN
The Committee for The Coca-Cola Company Supplemental Benefit Plan hereby amends
such plan as follows:
Article 5, Section 5.5(a) shall be amended by deleting in its entirety and
replacing as follows:
"5.5 Distribution of Thrift Benefit
(a) Distribution of the total value of an Account of a
Participant may be received by the Participant when he is no longer an
employee in accordance with 5.5(b) or may be received by the
Beneficiary of a deceased Participant in accordance with 5.5(c).
Distributions shall be made in the form of lump sum cash payments, or
in such other form as the Committee may approve. Distribution of a
Participant's Account shall be comprised of the cash value of the sum
of the hypothetical shares of Company Stock, if any, credited to the
Account in accordance with 5.4(c) plus the cash value of hypothetical
contributions and dividends which have accrued since the most recent
Valuation Date as defined in the Thrift Plan. The value of the
hypothetical shares of Company Stock shall be determined using the
highest Market Price between the fifteenth day of the month of
termination of the Participant and the first working day in the month
following termination."
Article 5, Section 5.6(a)(4) shall be amended to make last sentence a separate
paragraph as follows:
"No Change in Control will be considered to have occurred if,
before the time when a Change in Control would otherwise be
considered to have occurred, the Board of Directors determines
otherwise."
Article 6, Section 6.1 shall be amended by deleting and replacing the last
sentence as follows:
"Further, all rights to the Pension 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. Thrift Benefits are not
subject to forfeiture for termination of employment with the
Employee prior to Early Retirement Age."
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Article 7, Section 7.5 shall be amended by adding subsection (3) as follows:
"(3) Notwithstanding anything to the contrary contained in
this Article VII, with regard to any Participant who
is subject to Section 16 of the Securities Exchange
Act of 1934 or any account of any such Participant,
no amendment can be made to any Plan provision
concerning the Thrift Benefit relating to the amount
and price of any benefits hereunder the categories of
participants, the timing of any awards or the formula
determining benefits hereunder more than once every
six months, except to comport with changes in the
Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder."
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AMENDMENT NUMBER THREE
TO THE
THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN
The Committee for The Coca-Cola Company Supplemental Benefit Plan
hereby amends such plan as follows:
Effective as of July 1, 1991, Article 5.7 is deleted in its entirety
and is not replaced.
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AMENDMENT NUMBER 4
TO THE COCA-COLA COMPANY
SUPPLEMENTAL BENEFIT PLAN
Effective as of December 31, 1993. the Supplemental Benefit Plan
Committee of The Coca-Cola Company Supplemental Benefit Plan (the "Plan")
hereby amends the Plan as follows:
1. Section 5.1 of the Plan is hereby amended by adding the
following new subsection (e) immediately following the end thereof:
"(e) Any benefit payable pursuant to this Section
5.1 shall be offset by the monthly benefit, if any, payable to a
Participant under The Coca-Cola Company Key Executive Retirement
Plan."
2. Subsection (d) of Section 5.2 of the Plan is hereby amended by
deleting said subsection and substituting the following in lieu
thereof:
"(d) Termination of Employment. Except as provided
in Section 6.1(b)(2), if a Participant's employment with the Employer
terminates for a reason other than death before he attains his Early
Retirement Age, no Pension Benefit will be payable from this Plan."
3. Section 6.1 of the Plan is hereby amended by deleting said
section and substituting the following in lieu thereof:
"6.1 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.
26
(b) Early Retirement Age
(1) General Rule. Except as provided in
subsection (b)(2) of this Section 6.1, all rights to the
Pension 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. Thrift Benefits are not subject to forfeiture for
termination of employment with the Employer prior to Early
Retirement Age.
(2) Exception for Participants on
December 31.1993. Notwithstanding anything in the Plan to the
contrary, each Employee who is a Participant in the Plan as of
December 31,1993 shall be deemed vested in the portion of his
Pension Benefit, if any, calculated as of December 31,1993
(based on his compensation and years of benefit service as of
such date and assuming that he is vested under the Qualified
Pension Plan of the Employer), and such benefit under the Plan
shall not be subject to forfeiture under Section 5.2(d) or
Section 6.1 (b)(1) hereof. If the Participant terminates
employment with the Employer before attaining his Early
Retirement Age, such vested benefit shall be payable in
monthly increments on the first day of the month concurrently
and in the same manner as the Participant's Retirement Income
under the Qualified Pension Plan, or if no Retirement Income
is payable, then in monthly increments commencing on the first
day of the month following the date the Participant attains
Early Retirement Age. Such monthly benefit 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."