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THE COCA-COLA COMPANY SUPPLEMENTAL PENSION PLAN

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Title: THE COCA-COLA COMPANY SUPPLEMENTAL PENSION PLAN
Governing Law: Delaware     Date: 4/25/2008
Industry: Beverages (Non-Alcoholic)     Sector: Consumer/Non-Cyclical

THE COCA-COLA COMPANY SUPPLEMENTAL PENSION PLAN, Parties: coca-cola company
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Exhibit 10.4

THE COCA-COLA COMPANY
SUPPLEMENTAL PENSION PLAN

EFFECTIVE JANUARY 1, 2008


 

THE COCA-COLA COMPANY
SUPPLEMENTAL PENSION PLAN

Effective January 1, 2008

PREFACE

        The Coca-Cola Company established The Coca-Cola Company Supplemental Benefit Plan (the "Supplemental Benefit Plan") effective January 1, 1984. The Coca-Cola Company Supplemental Pension Plan (the "Plan") is a successor plan to the Supplemental Benefit Plan and constitutes the supplemental pension component previously provided pursuant to the Supplemental Benefit Plan.

        The Plan is an unfunded supplemental retirement plan for eligible employees and their beneficiaries as described herein. 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 under the terms of the tax-qualified retirement plans maintained by The Coca-Cola Company as a result of the limitations set forth under certain applicable sections of the Internal Revenue Code or on account of an employee's deferral of compensation under The Coca-Cola Company Deferred Compensation Plan.

        This plan is effective January 1, 2008.

ARTICLE I
DEFINITIONS

        " Actuarial Equivalent " shall mean shall mean a benefit of equivalent value. For purposes of establishing whether a benefit is the Actuarial Equivalent of another benefit, an interest rate of 7% compounded per annum and the unisex mortality table prescribed in Revenue Ruling 2001-62, which is the 1994 Group Annuity Mortality table projected to 2002 with scale AA, using 50% of the male and 50% of the female rates, with no setback, shall be used. For purposes of determining the present value of a stream of payments, the assumptions used for purposes of Section 3121(v) of the Code and the regulations thereunder shall be used.

        " Beneficiary " shall mean shall mean the person designated to receive any survivor benefits that may be payable under Section 3.4 upon the death of a Participant. A Participant shall designate a Beneficiary in the manner required by the Committee.

        " Change in Control " shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Exchange Act as in effect on January 1, 2002, 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 as in effect on January 1, 2002) 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 share owners of the Company approve any merger or consolidation as a result of which the Common 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, and such merger, consolidation, liquidation or sale is completed; or (iv) the share owners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were share owners of the Company immediately prior to the

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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, and such merger, consolidation, liquidation or sale is completed; 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. Additionally, no Change in Control will be deemed to have occurred under clause (a) if, subsequent to such time as a Change of Control would otherwise be deemed to have occurred, a majority of the Directors in office prior to the acquisition of the securities by such person determines otherwise.

        " Code " shall mean the Internal Revenue Code of 1986, as amended.

        " Committee " shall mean The Coca-Cola Company Benefits Committee appointed by the Senior Vice President, Human Resources (or the most senior Human Resources officer of the Company), to administer the Plan as provided in Article V.

        " Company " shall mean The Coca-Cola Company.

        " Deferred Compensation Plan " shall mean The Coca-Cola Company Deferred Compensation Plan or any other similar nonqualified deferred compensation plan maintained by the Employer established on or after the Effective Date which provides for deferral of compensation.

        " Disability " or " Disabled " shall mean a condition for which a Participant becomes eligible for and receives a disability benefit under the long term disability insurance policy issued to the Company providing Basic Long Term Disability Insurance benefits pursuant to The Coca-Cola Company Health and Welfare Benefits Plan, or under any other long term disability plan that hereafter may be maintained by the Company or any Related Company, provided that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

        " Earliest Retirement Date " shall mean, with respect to a Participant, the earlier of: (a) the date the Participant attains age 60; or (b) the date he has both attained age 55 and completed 10 Years of Vesting Service.

        " Employee " shall mean any person who is currently employed by an Employer. An individual shall be treated as employed by an Employer under this Plan for any period only if (i) he or she is actually classified during such period by the Employer on its payroll, personnel and benefits system as an employee, and (ii) he or she is paid for services rendered during such period through the payroll system, as distinguished from the accounts payable department of the Employer. No other individual shall be treated as employed by an Employer under this Plan for any period, regardless of his or her status during such period as an employee under common law or under any statute.

        " Employer " shall mean the Company and any Participating Subsidiary of the Company.

        " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended.

        " Participant " shall mean an Employee or former Employee of an Employer who is eligible to receive benefits provided by the Plan.

        " Participating Subsidiary " shall mean a subsidiary of the Company which the Committee has designated as such and whose Employees are eligible to participate in this Plan, as set forth in Appendix A.

        " Plan " shall mean The Coca-Cola Company Supplemental Pension Plan, as amended from time to time.

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        " Plan Year " shall mean January 1 to December 31 each calendar year.

        " Qualified Pension Plan " shall mean the Employee Retirement Plan of The Coca-Cola Company, as amended from time to time.

        " Retirement Benefit " shall be the benefit payable to a Participant under Sections 5.1 — 5.3, as applicable, of the Qualified Pension Plan.

        " Separation from Service " shall mean that employment with an Employer terminates such that it is reasonably anticipated that no further services will be performed. Separation from Service shall be interpreted in a manner consistent with Section 409A of the Code and the regulations thereunder.

        " Specified Employee " shall mean a key employee of an Employer who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, as defined in Section 409A of the Code and the regulations thereunder.

        " Supplemental Pension Benefit " shall mean the benefit provided pursant to this Plan.

        " Years of Benefit Service " shall mean Years of Benefit Service as defined in the Qualified Pension Plan.

        " Years of Vesting Service " shall mean Years of Vesting Service as defined in the Qualified Pension Plan.

ARTICLE II
ELIGIBILITY

2.1    Eligibility for Participation.

        All Employees of the Employer who are eligible for the Qualified Pension Plan and i) whose benefits under the Qualified Pension Plan are limited by the limitations set forth in Code Sections 401(a)(17) or 415 or (ii) who defer compensation under the Deferred Compensation Plan and, solely on account of such deferrals, the Employee's benefit under the Qualified Pension Plan is limited shall be eligible to participate in the Plan.

2.2    Duration of Participation.

        An Employee who becomes a Participant shall continue to be a Participant until his Separation from Service or the date he is no longer entitled to benefits under this Plan.

ARTICLE III
SUPPLEMENTAL PENSION BENEFIT

3.1    Amount of Benefit.

(a)
If a Participant has Years of Benefit Service as defined in the Qualified Pension Plan, he shall be entitled to a Supplemental Pension Benefit equal to that portion of his Retirement Benefit under the Qualified Pension Plan of the Employer which is not payable under such Qualified Pension Plan as a result of the limitations imposed by Code Sections 401(a)(17) and 415. The Supplemental Pension Benefit shall be calculated as if i) the Qualified Pension Plan benefit commenced on the date the Supplemental Pension Benefit commences pursuant to Section 3.3, whether or not the Qualified Pension Plan benefit actually commences on that date, and ii) without regard to Code Sections 401(a)(17) and 415. No additional accruals shall be credited under this Plan after the Supplemental Pension Benefit commences or is paid unless a Participant is rehired as provided in Section 3.6. This portion of the Supplemental Pension Benefit shall be referred to as the "Part A Supplemental Pension Benefit."

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(b)
If a Participant has Years of Benefit Service as defined in the Qualified Pension Plan and if a Participant has deferred compensation under the Deferred Compensation Plan, he shall be entitled to a Supplemental Pension Benefit equal to that portion of his Retirement Benefit under the Qualified Pension Plan of the Employer which is not payable under such Qualified Pension Plan solely on account of the fact that deferred compensation is not considered Benefit Compensation (as defined in the Qualified Pension Plan of the Employer) for purposes of the Qualified Pension Plan. The Supplemental Pension Benefit shall be calculated as if i) the Qualified Pension Plan benefit commenced on the date the Supplemental Pension Benefit commences pursuant to Section 3.3, whether or not the Qualified Pension Benefit actually commences on that date, and ii) by taking into consideration compensation that would have been considered benefit-eligible compensation under the Qualified Pension Plan had the Participant not elected to defer such compensation. No additional accruals shall be credited under this Plan after the Supplemental Pension Benefit commences or is paid unless a Participant is rehired as provided in Section 3.6. Employer contributions to the Deferred Compensation Plan shall not be considered for any purpose in calculating the Supplemental Pension Benefit. This portion of the Supplemental Pension Benefit shall be referred to as the "Part B Supplemental Pension Benefit."

(c)
In no event shall the Part A Supplemental Pension Benefit duplicate the Part B Supplemental Pension Benefit. In no event shall the sum of the Supplemental Pension Benefit and the Retirement Benefit calculated under the Qualified Pension Plan as of the date the Supplemental Pension Benefit commences exceed the amount of Retirement Benefit determined under the formula set forth in the Qualified Pension Plan assuming compensation had not been deferred and assuming the limitations imposed by the Code in Sections 401(a)(17) and 415 do not apply.

(d)
Any benefit payable pursuant to this Section 3.1 shall be offset by the monthly benefit, if any, payable to a Participant under The Coca-Cola Company Key Executive Retirement Plan. The Supplemental Pension Benefit calculated under this Section 3.1 shall also be offset by the value of benefits to which the Participant is entitled under any other retirement plan (other than the Qualified Pension Plan) to which the Company or an affiliate of the Company contributed.

3.2    Distribution Events and Form of payment

        The Supplemental Pension Benefit shall be payable only upon Separation from Service, Disability, or death as described herein.

(a)
Separation from Service

(1)
Participants who have a Separation from Service on or after Earliest Retirement Date


If a Participant has a Separation from Service on or after his Earliest Retirement Date, the Supplemental Pension Benefit shall be in the form of monthly annuity payments commencing as described in Section 3.3 below. The Participant may choose between the following annuities, provided that all the annuities must be Actuarially Equivalent to a Single Life Annuity.

(i)
Single Life Annuity
(ii)
Joint and 50% Contingent Annuity
(iii)
Joint and 75% Contingent Annuity
(iv)
Joint and 100% Contingent Annuity
    • The Participant must elect the annuity form no earlier than 180 days and no later than fifteen days before the date the Supplemental Pension Benefit commences. A married Participant's spouse must consent in writing to the form of annuity elected. If no timely election is made, a married Participant shall receive a Joint and 50% Contingent Annuity and an unmarried

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    • Participant shall receive a Single Life Annuity. The election of the annuity form is irrevocable as of fift


 
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