THE COCA-COLA COMPANY 2002 STOCK OPTION PLANEquity Contribution Agreement |
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Exhibit 10.2
THE COCA-COLA COMPANY
2002 STOCK OPTION PLAN
Section 1. Purpose
The purpose of The Coca-Cola Company 2002 Stock Option Plan (the “Plan”) is to advance the interest of The Coca-Cola Company (the “Company”) and its Related Companies (as defined in Section 2) by encouraging and enabling the acquisition of a financial interest in the Company by officers and other key employees of the Company or its Related Companies. In addition, the Plan is intended to aid the Company and its Related Companies in attracting and retaining key employees, to stimulate the efforts of such employees and to strengthen their desire to remain in the employ of the Company and its Related Companies. Also, the Plan is intended to help the Company and its Related Companies, in certain instances, to attract and compensate consultants to perform key services.
Section 2. Definitions
“Business Day” means a day on which the New York Stock Exchange is open for securities trading.
“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, 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 1934 Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 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 (2) 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 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; 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 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 times as a Change in Control would otherwise be deemed to have occurred, the Board of Directors determines otherwise.
“Board” means the Board of Directors of the Company.
“Committee” means a committee appointed by the Board of Directors in accordance with the Company’s By-Laws from among its members.
“Disabled” or “Disability”
means a condition for which a Participant becomes eligible for 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 which hereafter may be maintained by the Company, whether
or not the optionee is covered by such plans.
“ISO” means an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
“KO Common Stock” means the common stock of The Coca-Cola Company, par value $.25 per share.
“Majority-Owned Related Company” means a Related Company in which the Company owns, directly or indirectly, 50% or more of the voting stock or capital on the date an Option or SAR is granted.
“NSO” means a stock option that does not constitute an ISO.
“Options” means ISOs and NSOs granted under this Plan.
“Related Company” or “Related Companies” means corporation(s) or other business organization(s) in which the Company owns, directly or indirectly, 20% or more of the voting stock or capital at the relevant time.
“Retire” means to enter Retirement.
“Retirement” means an employee’s
termination of employment on a date which is on or after the earliest date on
which such employee would be eligible for an immediately payable benefit
pursuant to (i) for those employees eligible for participation in the
Company’s Supplemental Retirement Plan, the terms of that plan and (ii)
for all other employees, the terms of the Employee Retirement Plan (the
“ERP”), whether or not the employee is covered by the ERP.
Notwithstanding the above, if an employee receiving severance
payment(s) would have been eligible for Retirement as defined above had the
employee continued his employment for a period equal to the period of the
proposed severance payment(s), the employee will be deemed retired under this
plan as of the date severance begins.
“SAR” means stock appreciation rights granted under this Plan. An SAR entitles the Participant to receive, in KO Common Stock, value equal to the excess of: a) the fair market value of a specified number of shares of KO Common Stock at the time of exercise; over b) an exercise price established by the Committee.
Section 3. Options and SARs
The Company may grant ISOs and NSOs to those persons meeting the eligibility requirements in Section 6(a) and NSOs to those persons meeting the eligibility requirements in Sections 6(b) and 6(c).
The Company may grant SARs to any persons meeting the eligibility requirements in Sections 6(a), (b) and (c).
An individual who is granted an Option and/or an SAR shall be referred to herein as an “optionee.”
Section 4. Administration
The Plan shall be administered by the Committee. No person, other than members of the Committee, shall have any discretion concerning decisions regarding the Plan. The Committee shall determine the key employees of the Company and its Related Companies (including officers, whether or not they are directors) and consultants to whom, and the time or times at which, Options and SARs will be granted; the number of shares to be subject to each Option and SAR; the duration of each Option and SAR; the time or times within which the Option or SAR may be exercised; the cancellation of the Option or SAR (with the consent of the holder thereof); and the other conditions of the grant of the Option or SAR, at grant or while outstanding, pursuant to the terms of the Plan. The provisions and conditions of the Options or SARs need not be the same with respect to each optionee or with respect to each Option or SAR.
The Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary, or advisable, for the proper administration of the Plan, and may make determinations and may take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including interpretation of the Plan and the specific conditions and provisions of the Options and SARs granted hereunder by the Committee, shall be final and conclusive for all purposes and upon all persons including, but without limitation, the Company, its Related Companies, the Committee, the Board, officers and the affected employees and consultants to the Company and/or its Related Companies, optionees and the respective successors in interest of any of the foregoing.
Section 5. Stock
The KO Common Stock to be issued, transferred and/or sold under the Plan shall be made available from authorized and unissued KO Common Stock or from the Company’s treasury shares. The total number of shares of KO Common Stock that may be issued or transferred under the Plan pursuant to Options or SARs granted thereunder may not exceed 120,000,000 shares (subject to adjustment as described below); provided, however, that in no event shall the number of shares of KO
Common Stock that may be issued, transferred or sold under the Plan exceed 5% of the number of shares of KO Common Stock outstanding on a given date. Such number of shares shall be subject to adjustment in accordance with Section 5 and Section 11. KO Common Stock subject to any unexercised portion of an Option or SAR which expires or is canceled, surrendered or terminated for any reason may again be subject to Options or SARs granted under the Plan.
Section 6. Eligibility
Options and/or SARs may be granted to:
(a) employees of the Company and its Majority-Owned
Related Companies,
(b) particular employee(s) of a Related Company, who
within the past eighteen (18) months were employee(s) of the Company or a
Majority-Owned Related Company, and in rare instances to be determined by the
Committee at its sole discretion, employees of a Related Company who have not
been employees of the Company or a Majority-Owned Related Company within the
past eighteen (18) months, and
(c) consultants providing key services to the Company or
its Related Companies (provided that consultants are natural persons and are
not former employees of the Company or any Related Company, and that
consultants shall be eligible to receive only NSOs and shall not be eligible to
receive ISOs).
No person shall be granted the right to acquire, pursuant to Options or SARs granted under the Plan, more than 5% of the aggregate number of shares of KO Common Stock originally authorized under the Plan, as adjusted pursuant to Section 11. No option or SAR shall be exercisable unless the employee properly, timely and unconditionally executes (by any means approved by the plan administrator) a stock option agreement provided in connection with the stock option or SAR award.
Section 7. Awards of Options and SARs
Except as otherwise specifically provided in this Plan,
