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Exhibit
10.9
THE COCA-COLA
COMPANY
2002 STOCK OPTION
PLAN
STOCK OPTION
AGREEMENT
Merrill Lynch Account
Number:
The Coca-Cola Company (“KO”)
hereby grants to the optionee named below options to purchase KO
common stock at the price per share set forth below, subject to the
provisions of this Agreement together with the provisions of The
Coca-Cola Company 2002 Stock Option Plan (the
“Plan”):
optionee’s name
:
number of options granted,
each for one share of KO common stock :
option exercise price per
share : $
option grant date
:
option expiration date
:
vesting period
:
Capitalized terms not otherwise defined
in this Agreement shall have the meaning provided in the Plan. The
Plan is incorporated into, and made a part of, this
Agreement.
| 1. |
When options can be exercised . |
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(i) |
No option may be exercised until it has vested. |
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(ii) |
No option shall vest prior to the first anniversary of the
grant date, except in the event of a Change in Control, death or
Disability. |
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(iii) |
The Plan describes the impact upon vesting and the expiration
of options of the following events: death, Disability, Retirement,
Change in Control, various types of leaves of absence, termination
of employment, change in KO’s investment in the
optionee’s employer which results in the employer no longer
meeting the definition of a Related Company under the Plan, and
transfer of employment to a Related Company. |
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(iv) |
Once an option has vested, it may be exercised until it
expires. Unless otherwise provided in the Plan or in this
Agreement, the options expire on the option expiration date noted
above. For individuals located in France, the options will expire
on the earlier of: (a) six months after the date of the
optionee’s death, and (b) the option expiration date
noted above. |
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(v) |
Notwithstanding any provision to the contrary in the Plan or in
this Agreement, in the event of the optionee’s violation of
Section 4 below, the options will expire immediately at the
time of such violation. |
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(b) |
Specific provisions . Except as otherwise provided in
the Plan or in this Agreement, one fourth of the number of options
covered by this Agreement shall vest on the first, second, third
and fourth anniversaries of the grant date. |
| 2. |
How to exercise the options . In order to exercise an
option, it must be vested and must not have expired, and the
optionee must do the following: |
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(a) |
Pay the option exercise price . The optionee must pay
the option exercise price. The optionee shall be informed of the
acceptable form and method of payment at or before the time the
optionee informs KO of his or her intention to exercise the option.
The acceptable forms and methods of payment of the option exercise
price may include payment in cash, pursuant to a cashless exercise
authorized by KO, or by delivery, through attestation, of shares of
KO common stock owned by the optionee. Not all forms and methods of
payment are available in every country. The value of the shares
delivered to pay the option exercise price shall be computed on the
basis of the most recent reported market price at which a share of
KO common stock shall have been sold prior to the time of
processing the optionee’s election to deliver shares in
payment of the option exercise price, as reported on the New York
Stock Exchange Composite Transactions listing. |
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(b) |
Complete all paperwork . The optionee must complete,
sign and return any paperwork required by KO or by Merrill Lynch,
Pierce, Fenner & Smith (“Merrill Lynch”), or
such other agent as may administer the option program on behalf of
KO from time to time. |
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(c) |
Pay applicable taxes and fees . The options are not
intended to be, and shall not be treated as, incentive stock
options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended. |
2008 General
The optionee must satisfy any
tax withholding requirements regarding any applicable taxes. If the
optionee is a U.S. taxpayer, he or she may elect to satisfy
Federal, state and local income tax liabilities due by reason of
the exercise by having shares of KO common stock withheld. The
value of withheld shares shall be computed as described in
paragraph 2(a) above.
The optionee agrees that,
should KO or any Related Company in its reasonable judgment
determine that tax withholding is required upon exercise of the
options, and if the optionee has not satisfied such tax
obligation(s), then KO may instruct Merrill Lynch to withhold
and/or sell shares of KO common stock acquired by the optionee upon
exercise of his or her options, or KO may deduct funds equal to the
amount of withholding tax (such amount to be determined by KO) from
the optionee’s salary or other funds due to the optionee from
KO.
Irrespective of KO’s or
a Majority Owned Related Company’s action or inaction with
respect to taxes or tax withholding, the optionee acknowledges and
agrees that the ultimate liability for any and all taxes is and
remains the responsibility and liability of the optionee or the
optionee’s estate. For optionees who are International
Service Associates, all taxes remain the optionee’s
responsibility, except as expressly provided in KO’s
International Service Policy and/or tax equalization program.
Optionee acknowledges that KO and any Related Company (i) make
no representations or undertaking regarding the amount or timing of
any taxes, and (ii) do not commit to structure the terms of
the option or any aspect of the transfer of the shares to reduce or
eliminate the optionee’s liability for taxes.
The optionee agrees to pay to
Merrill Lynch any costs associated with the sale of shares of KO
common stock acquired upon exercise of the options (whether such
shares are sold to pay the option exercise price, to satisfy tax
withholding requirements or for other reasons).
For employees in Switzerland,
the optionee agrees that the taxation of the options will occur at
the time the options are exercised.
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(d) |
Right of set-off . By accepting this Agreement, the
optionee agrees that, should KO or any Related Company in its
reasonable judgment determine that optionee owes KO, any Related
Company or any affiliate any amount due to any loan, note,
obligation or indebtedness, including but not limited to amounts
owed to KO pursuant to KO’s tax equalization program or
KO’s policies with respect to travel and business expenses,
and if the optionee has not satisfied such obligation(s), then KO
may instruct Merrill Lynch to withhold and/or sell shares of KO
common stock acquired by the optionee upon exercise of his or her
options, or KO may deduct funds equal to the amount of such
obligation from the optionee’s salary or other funds due to
the optionee from KO. |
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(e) |
Comply with additional restrictions . The optionee
agrees that the Committee, or its designee, may, in the exercise of
its sole and absolute discretion at or before the time the optionee
informs KO of his or her intention to exercise the option,
establish any additional conditions or restrictions with respect to
the exercise of the option, including, but not limited to,
restrictions on the acceptable form or method of payment of the
option exercise price and restrictions for failing to promptly
submit to KO, any Related Company or any affiliate thereof, a tax
organizer, or such other tax-related documents reasonably requested
by KO or optionee’s employer, pursuant to KO’s tax
equalization program (if optionee is a participant in such
program). The optionee shall be informed of such restrictions. The
optionee agrees to comply with any such additional conditions or
restrictions. |
| 3. |
Options are not transferable . The optionee may not
transfer the options; provided that upon the optionee’s death
the options may be transferred by will or by the laws of descent
and distribution. During the lifetime of the optionee, the options
shall be exercisable only by the optionee personally or, in the
event of the optionee’s Disability if a legal representative
has been appointed to act on behalf of the optionee, then by the
optionee’s legal representative. |
| 4. |
Forfeiture of options and option gain . In the event
optionee shall engage in a “Prohibited Activity” (as
defined on Schedule A hereto), at any time during the term of the
options, or within one year after termination of optionee’s
employment from KO or any Related Company, or within one year after
exercise of all or any portion of the options, whichever occurs
latest, this option shall be rescinded and, if applicable, any gain
associated with any exercise of this option shall be forfeited and
repaid to KO. Accordingly, if the optionee engages in a Prohibited
Activity, then: |
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(a) |
as of the date that the optionee participates in such
Prohibited Activity, all unexercised portions of this option
immediately and automatically shall terminate, be forfeited, and
shall cease to be exercisable (unless such option has been
terminated sooner by operation of another term or condition of the
Plan or this Agreement); and |
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(b) |
within ten days after receiving from KO written notice of the
termination of this option, the optionee shall pay to KO any and
all gains associated with the exercise of all or any portion of
this option, plus interest calculated from the time of such notice
through the date of repayment to KO. The gain associated with the
exercise of any portion of this option shall be the closing price
per share on the date of the exercise thereof, as reported on the
New York Stock Exchange Composite Transactions listing, less the
option exercise price |
2008 General
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