OVERSEAS RETIREMENT PLAN

 

 

THE COCA-COLA EXPORT CORPORATION

 

OVERSEAS RETIREMENT PLAN

 

CONTENTS

 

		PAGE
ARTICLE I	DEFINITIONS	3
ARTICLE II	ELIGIBILITY & APPROVAL FOR PARTICIPATION	10
ARTICLE III	PAYMENT OF BENEFITS	11
ARTICLE IV	VESTING	16
ARTICLE V	CALCULATION OF BENEFIT	17
ARTICLE VI	SPOUSE’S BENEFIT	21
ARTICLE VII	CHANGE OR DISCONTINUANCE OF PLAN	22
ARTICLE VIII	ADMINISTRATION OF PLAN	23
ARTICLE IX	MISCELLANEOUS	25

 

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ARTICLE I

 

DEFINITIONS

 

The following words and phrases as used herein shall have the meaning specified below, unless a different meaning is plainly required by the context. The masculine pronoun, wherever used, shall include the feminine. Whenever any words are used herein in the singular, they shall be construed as though they were also used in the plural, in all cases where they would so apply.

 

Actuarial Equivalent shall mean a benefit of equivalent value when computed on the basis of the actuarial tables and interest adopted by the Committee.  If a Member has a Separation from Service prior to his Earliest Retirement Date, and payment is made or is payable prior to his Earliest Retirement Date, deferred annuity factors shall be applied.  If a Member has a Separation from Service on or after his Earliest Retirement Date, immediate annuity factors shall be applied.

 

Approved Absence shall mean any leave of absence that shall have been granted by the Employer for temporary disability, for military service, or for other reasons and that is approved by the Committee (or its designee).  Personal leaves of absence are not considered Approved Absences.

 

Average Annual Compensation shall mean the average of the Participant’s Compensation for the five consecutive Plan Years (or actual consecutive number if fewer than five) for which his Compensation was highest during the eleven consecutive Plan Years for which Years of Vesting Service are granted (or actual consecutive number if fewer than eleven) ending with the last Plan Year in which he received Compensation (treating the last Plan Year as a whole Plan Year, but taking into account only the actual Compensation received).  If the final year for which the benefit is being calculated is a partial year, Average Annual Compensation shall be calculated without any adjustment to Compensation paid in the final partial year.  If one or more of any other years in the high five consecutive Plan Years for which the benefit is being calculated is a Plan Year in which the Participant is credited with only a partial Year of Vesting Service, Average Compensation shall be calculated according to the following provision.  For each partial year, the Participant’s regular monthly base salary (to the extent it otherwise qualifies as Compensation) as of i) the last full month in which Vesting Service is credited in that year or ii) the first full month in which Vesting Service is credited (as applicable), shall be deemed to be paid in each of the remaining months in which no Vesting Service is credited and no Compensation is paid in that same year.  Once applied, Average Annual Compensation shall be calculated in the normal method using actual Compensation paid and the deemed paid compensation described in this paragraph.  No bonuses, incentives, hiring payments, termination payments, or other extraordinary remuneration shall be deemed to be paid or taken into account in the calculation of deemed compensation for the partial year.

 

Break in Service shall mean, with respect to an Employee, a twelve consecutive month period beginning on the Employee’s Termination Date and ending on the first anniversary of that date, during which he did not perform an Hour of Service.

 

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 Securities Exchange Act of 1934, as amended (“1934 Act”), as in effect on January 1, 2004, provided that

 

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such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act as in effect on January 1, 2004) 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 shareowners of the Company approve any merger or consolidation as a result of which the KO Common Stock (as defined below) 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 shareowners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners 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, 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 (i) 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 International Benefits Administrative Committee as herein provided in Article IX.

 

Company shall mean The Coca-Cola Company, a Delaware corporation.

 

Compensation shall mean for any Plan Year, the amount derived by including the amounts in Subsections (a) and (b) and excluding the amounts in Subsection (c), as follows:

 

	(a)	all such Member’s base pay, as such term is used for the purpose of determining the amount of the Member’s bonus under any annual incentive award program sponsored by the Company;
	(b)	unused accrued annual leave payments made pursuant to the International Service Program policy, all annual or discretionary incentives paid to the Member, including any principal amounts (but not interest) paid under the Company’s Long-Term Incentive Plan and Executive Performance Incentive Plan and including any payments made in 2000 as retention bonuses in conjunction with the Strategic Organizational Alignment, but not

 

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including any premiums paid under any International Service program maintained by the Company;

 

(c)  all of the following items: (1) deferred compensation (other than any deferred compensation payable under a formal incentive arrangement and compensation deferred under The Coca-Cola Company Deferred Compensation Plan); (2) all severance payments (other than severance payments made after involuntary termination under a formal severance pay policy in a form other than a lump-sum payment commencing prior to March 1, 2008) and the Special Cash Payment which was made by the Company under the Special Retirement Program; (3) tuition, relocation, and other expense reimbursements; (4) taxable income from excess group life insurance; (5) taxable income from stock option transactions and restricted stock transactions; (6) welfare benefits; (7) cash and noncash fringe benefits; (8) extraordinary remuneration associated with an international assignment (including but not limited to, tax equalization payments, mobility allowances, and housing allowances); (9) extraordinary remuneration related to separation of employment or transition of employment; (10) hiring bonuses and any other extraordinary remuneration in conjunction with or related to hiring or transfer; (11) make-whole payments; and (12) ex gratia payments.

 

Except as provided below in this Subsection, Compensation will include only those amounts that are actually paid by an Employer.  Compensation shall also include any amounts paid by an entity listed in Schedule A that would have constituted Compensation if paid by an Employer.  If a Member has a Separation from Service and is not being credited with Years of Benefit Service, Compensation for such period shall not be credited.

 

Compensation during an Approved Absence or while a Member is Disabled will be computed by multiplying the Member’s Compensation (excluding incentives) during the Plan Year preceding the Plan Year in which his absence begins, by the number of whole and/or partial year(s) (computed in twelfths of a year) of his absence.  Compensation, during an Approved Absence or while Disabled commencing during the first year of employment or reemployment with an Employer following a Termination Date, will be computed by annualizing the Employee’s actual compensation earned during such year prior to the Approved Absence or Disability, excluding any incentives earned during such year.

 

Notwithstanding the previous paragraph, Compensation during an Approved Absence granted for the purpose of allowing the Member to provide services to an entity which operates under a license with the Company to use the Company’s trademarks in connection with the preparation, packaging, distribution, and sale of the Company’s products shall be determined as if such entity were an Employer under this Plan.

 

Compensation of a Member who is providing services outside the United States shall be determined by the Committee according to guidelines established by the Committee. In addition, the Committee may determine a Member’s Compensation in a currency other than U.S. dollars.

 

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Disability or Disabled shall mean a physical or mental incapacity that qualifies the Member for benefits under The Coca-Cola Company Long-Term Disability Income Plan or a Committee-approved long-term disability plan of another Employer, provided that the Member 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 .  The earlier of: i) the first day of the month on or following a Member’s 60 th  birthday; or ii) the first day of the month after which a Member has both attained age 55 and completed ten Years of Vesting Service.

 

Employee shall mean any individual who is employed by the Company or a Subsidiary.

 

Employer shall mean the Company or any Subsidiary.

 

Employment Date shall mean the date on which the Employee first completes an Hour of Service; provided that the Employment Date of an Employee who incurs a Break in Service will be the first day on which he completes an Hour of Service after such Break in Service.

 

Home Country shall mean the country of citizenship or country of initial employment with an Employer. A member may have more than one Home Country. Where there is a question regarding whether or not a country is a Home Country for a Member, the Committee shall make such determination.

 

Hour of Service shall mean each hour for which an Employee is paid or entitled to payment for the performance of duties for an Employer.

 

International Service shall mean those services provided to an Employer by an Employee where the Employee is properly designated on the payroll records of the Employer as an International Service Associate or as otherwise determined in accordance with guidelines established by the Committee.

 

Member shall mean an Employee who has engaged in International Service, who has become a Member of the Plan as provided in Article II hereof, and who has not ceased to be a Member as provided in either Article VII or Article VIII.

 

Normal Retirement Date .  The first day of the month on or following a Member’s 65 th  birthday.

 

Plan shall mean The Coca-Cola Export Corporation Overseas Retirement Plan.

 

Plan Sponsor shall mean The Coca-Cola Export Corporation.

 

Plan Year shall mean the twelve-month period beginning on January 1 and ending on December 31 each year.

 

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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.

 

Spouse shall mean the surviving spouse of a deceased Member.

 

Subsidiary shall mean any corporation not less than 80% of whose voting stock or ownership interest (not including shares having voting power only upon the happening of an event of default) is at the time owned, directly or indirectly, by the Company.  Any such corporation shall be a Subsidiary only during such time as the foregoing ownership requirements are met.

 

Termination Date shall mean the earlier of -

 

(a)		The date on which an Employee is no longer providing services to any Employer by reason of quit, retirement, discharge, or death; or
(b)		The first anniversary of the first date of a period in which an Employee remains absent from service (with or without pay) from all Employers for any reason other than quit, retirement, discharge, or death, such as vacation, holiday, sickness, disability, leave of absence (other than an Approved Absence), or layoff.

 

Notwithstanding the above, in the case of an Employee receiving severance payments commencing prior to March 1, 2008 made after involuntary termination under a formal severance pay policy in a form other than a lump-sum payment such Employee’s Termination Date will not be earlier than the date such severance payments cease.

 

Year of Benefit Service shall mean, with respect to a Member, each of the whole and partial Years of Vesting Service, subject to the following modifications:

 

(a)                                   Exclusions . Years of Benefit Service shall not include any of the following periods of service:

 

(1)                                   any Home Country service otherwise included as Years of Vesting Service occurring after the Member commences participation in the Plan unless the Member subsequently engages again in International Service, in which event the intervening Home country service will be treated as Years of Benefit Service;

 

(2)                                   any period of an Approved Absence that extends beyond one year if the Approved Absence ends as a result of the Employee’s termination of Employment (for any reason other than death or Disability) with all Employers before attainment of the earlier of:  (i) age 60; or (ii) age 55 with ten  or more Years of Vesting Service;

 

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(3)                                   periods of absence beginning after 1975, due to resignation, discharge, or retirement, whether or not the Participant returns to employment with an Employer within one year; and any period of absence extending beyond one year that is not an Approved Absence;

 

(4)                                   periods of service with an entity other than an Employer or with an entity that has been designated by the Committee pursuant to the definition of Year of Vesting Service, subsection (a)(6), and periods of absence beginning after 1975, due to resignation, discharge, or retirement, whether or not the Member returns to employment with an Employer within one year;

 

(5)                                   service with Cadbury Schweppes plc, even if such service is counted as Years of Vesting Service;

 

(6)                                   any period after a Member has had a Separation from Service, unless the Member becomes eligible again to participate in the Plan pursuant to Article II.

 

(b)                                  Special Rule for First Four Years of Participation .  Notwithstanding the foregoing, for Members who commenced participation in the Plan on or after January 1, 1999, a Member’s Years of Benefit Service during the first four years of participation in this Plan shall not include any Home Country service performed prior to commencement of participation in the Plan pursuant to Section 2.1.

 

(c)                                   Computation . Years of Benefit Service shall be computed in whole and partial years, by treating all complete calendar months of Benefit Service as 1/12 year, aggregating all noncontinuous partial months into whole 30-day months that are then each treated as 1/12 year, and counting any remaining days as 1/12 year.

 

Year of Vesting Service shall mean, with respect to an Employee, the years described in Subsection (a), excluding the years describe in Subsection (b), as follows:

 

(a)           Inclusions .  Except as described in Subsection (b) hereof, Years of Vesting Service shall include:

 

(1)                                   the aggregate of all periods beginning on each Employment Date of an Employee and ending on the next following Termination Date (unless such Employee is reemployed by an Employer within one year of his Termination Date, in which event, such Termination Date shall be ignored and the period shall end upon his Termination Date which occurs following his reemployment);

 

(2)                                   all periods during which the Employee is Disabled, ending no later than the date that the Employee attains age 65;

 

(3)                                   any period of an Approved Absence;

 

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ARTICLE II

ELIGIBILITY AND APPROVAL FOR PARTICIPATION

 

2.1                                  Each Employee of the Company or of any Subsidiary who has performed International Service shall become a Member of this Plan on the first day of any month coincident with or subsequent to the date upon which the following conditions shall be met:

 

A.                                    Citizenship:  He shall not be a citizen of the United States.

 

B.                                      Length of Employment:  He shall, preceding such date, have completed at least one Year of Vesting Service.

 

C.                                      International Employment:  He shall, on such date, be performing International Service.

 

D.                                     Committee Approval:  He shall have been approved for membership in the Plan by the Committee in accordance with rules and regulations adopted by the Committee.

 

2.2                                  A Member shall continue participation in the Plan until the earliest of: i) the date on which he discontinues International Service; ii) has a Termination Date; iii) has a Separation from Service; or iv) is ineligible for continued participation under guidelines established by the Committee.  Rehired Members shall be treated as described in Section 5.6.

 

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ARTICLE III

PAYMENT OF BENEFITS

 

Benefits under the Plan may be made only upon occurrence of the events specified in this section, in the form and at the time specified herein.

 

3.1                                  Form of Payment .

 

(a)                                   Effective January 1, 2008, except as set forth in s