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Exhibit
10.3
THE COCA-COLA
COMPANY
2002 STOCK OPTION
PLAN
(Amended and Restated
through December 1, 2007)
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 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,
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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.
“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
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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.
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Section 5. Stock
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(a) |
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. |
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(b) |
Shares Counted Against Limitation. If an Option is exercised by
delivery, sale or attestation of Shares of KO Common Stock under
Section 7, or if the tax withholding obligation is satisfied
by withholding or selling Shares of KO Common Stock under
Section 7, the number of Shares of KO Common Stock deemed to
have been issued under the Plan (for purposes of the limitation set
forth in this section) shall be the number of Shares of KO Common
Stock that were subject to the Option or portion thereof so
exercised and not the net number of Shares of KO Common Stock
actually issued upon such exercise. |
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(c) |
Lapsed Awards. If an Option: (i) expires; (ii) is
terminated, surrendered, or canceled without having been exercised
in full; or (iii) is otherwise forfeited in whole or in part,
then the unissued Shares of KO Common Stock that were subject to
such Option and/or such surrendered, canceled, or forfeited Shares
of KO Common Stock shall become available for future grant 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
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