Exhibit
10.1
THE
COCA-COLA COMPANY
2008
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 2008 Stock Option Plan (the "Plan"):
|
|
number of options granted, each for one share of KO common
stock :
|
|
|
option exercise price per share : $
|
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 .
|
|
(i)
|
No
option may be exercised until it has vested.
|
|
|
(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.
|
| |
(iii) |
[Option
1 – Standard Provision] |
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.
[Option 2 – No
Accelerated Vesting at Retirement]
The
Plan describes the impact upon vesting and the expiration of
options of the following events: death, Disability,
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. For the purposes of vesting, the treatment
of Retirement as described in the Plan shall not apply to this
grant. For this grant, there shall be no
accelerated vesting at Retirement. Upon
optionee’s Retirement, only those options that have
vested as described in subsection (b) below may be exercised;
the remainder are forfeited. The impact of
Retirement on the exercise period of vested options shall be
as provided in the Plan.
|
(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.
|
|
(v)
|
Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the event of the optionee’s violation of Section 5 below, the
options will expire immediately at the time of such
violation.
|
|
(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 o f
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:
|
|
|
(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.
|
|
(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. |
|
(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.
|
|
|
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.
|
(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.
|
|
(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.
|
[
Agreement
to retain net shares until separation . The
optionee expressly agrees as a condition of this grant that
optionee will not sell any shares obtained upon exercise of the
options until after the optionee ceases to be employed by the
Company or a Related Company, except to pay optionee’s taxes
related to the options. For this purpose,
“taxes” means all federal, state and local income
taxes, all social security, Medicare and other mandatory social
taxes, and wealth taxes. Nothing in this paragraph shall be
construed to limit the optionee’s ability to execute a
cashless exercise.] – [Optional Provision if Required by
Compensation Committee]
|
|
5.
|
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
|
|
