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Exhibit
10.4
FORM – E. Neville
Isdell
PERFORMANCE SHARE
AGREEMENT
The Coca-Cola Company 1989
Restricted Stock Award Plan
The Coca-Cola Company (the
“Company”) hereby agrees to award to the recipient
named below (the “Recipient”) the number of shares of
Common Stock, $.25 par value, of the Company (the
“Shares”), in accordance with and subject to the terms,
conditions and restrictions of this Agreement. The Shares awarded
will be released to the Recipient on the date set forth below
(“Release Date”) if the conditions described in this
Agreement are satisfied. Such award will be made under the terms of
The Coca-Cola Company 1989 Restricted Stock Award Plan (the
“Plan”), as amended.
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Name of Recipient:
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XXXXXXXXXX |
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Target Award:
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XXXXXX
Shares |
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Award Date:
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XXXXXX,
XX, XXXX |
The following dates are applicable for
this Agreement:
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| Performance Period |
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XXXXXXX – XXXXXX |
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| Holding Period |
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XXXXXXX- XXXXXX |
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Performance
Certification Date
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XXXX, on the date of the
Compensation
Committee meeting
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| Release Date |
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XXXXXX, XX, XXXX |
Performance Criteria : The
following performance criteria must be met for an award of Shares
to be made under this Agreement. The number of Shares awarded shall
be determined from the Target Award and the following
schedule:
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| [Performance Criteria] |
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Percentage of Target Award to be Granted |
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| X% (Maximum Award) |
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XXX% |
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| X%
(Target Award) |
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XXX% |
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| X%
(Minimum Award) |
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XX% |
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| Less than X% |
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0 |
The Performance Criteria shall be:
[DEFINITION OF PERFORMANCE CRITERIA AND ADJUSTMENT RULES, IF
ANY]
TERMS AND CONDITIONS OF
THIS AGREEMENT
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General Conditions . If all of the conditions set
forth in this Agreement are satisfied, the Shares will be released
to the Recipient on the Release Date. Capitalized terms in this
Agreement refer to defined terms in the Plan, except as otherwise
defined herein. If these conditions are not satisfied, the Award
shall be forfeited, in whole or in part. |
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(a) |
Continuous Employment . The Recipient must be
continuously employed by the Company or a Related Company from the
date of this Agreement through the Release Date for Shares to be
issued and released, except as provided in Section 3 or except
as expressly required by local law. |
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(b) |
Performance Conditions. The Shares shall be issued only
if (and to the extent) that the Performance Criteria, set forth
above, are satisfied during the Performance Period. The Controller
of the Company and the Compensation Committee shall certify
whether, and to what extent, the Performance Criteria have been
achieved. If the minimum performance is not met, no Shares shall be
issued and the award shall be forfeited. |
| (2) |
Shares, Dividends and Voting Rights . As soon as
administratively feasible after the Performance Certification Date,
the number of Shares earned based on the Performance Criteria shall
be issued to the Recipient, but shall remain restricted and subject
to forfeiture until the Release Date, except as provided in
Section 3 below. For certain Recipients for which the issuance
of Shares at the Performance Certification Date would create
adverse regulatory, tax, or legal consequences (determined in the
discretion of the Company or a Related Company), Shares shall not
be issued until just prior to the Release Date. In such a case, the
Recipient shall be deemed to have share units equal to the number
of Shares earned for the period between the Performance
Certification Date and the date Shares are issued. Except as
provided in Section 3 below, all Awards shall be settled in
shares of Company stock. |
The Recipient shall not
receive any dividend or dividend equivalent payments during the
Performance Period. Between the Performance Certification Date and
the Release Date, Recipients shall be entitled to dividends on
Shares at the same rate and paid at the same time as other
shareowners. For Recipients described above who are not issued
Shares until just prior to the Release Date, such Recipients shall
receive a cash payment equal to the dividend that would have been
paid on an equal number of Shares for the period between the
Performance Certification Date and the Release Date.
The Recipient shall have no
rights with respect to the Shares, including but not limited to
rights to sell, vote, exchange, transfer, pledge, hypothecate or
otherwise dispose of the Shares prior to the date Shares are
issued. Between the date shares are issued and the Release Date,
Recipient shall have no right to sell, exchange, transfer, pledge,
hypothecate or otherwise dispose of the Shares. Except for these
restrictions, when Shares are issued, the Recipient shall, with
respect to the Shares, have all the rights of a shareowner of the
Company, including the right to vote the Shares and to receive all
distributions and dividends paid with respect to the
Shares.
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Separation from the Company . If any of the
circumstances listed below occur prior to the Release Date, the
terms of this subparagraph shall apply. The following table
describes the result depending on the reason for the
Recipient’s separation from the Company and the timing of the
event. |
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During the Performance
Period
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During the Holding
Period
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| Death |
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• The
Performance Period shall be shortened to the beginning of the
original Performance Period through the end of the year prior to
the year of death.
• If the
Performance Criteria are met during the shortened Performance
Period, instead of an award of Shares, the Recipient’s estate
shall be paid a cash amount equal to the value of the Shares that
would have been earned based upon performance during the shortened
period. If death occurs in the first year of the Performance
Period, performance will be deemed to be at the target level. The
value shall be determined based on the closing price of the Shares
on the date of the Recipient’s death and shall be paid within
90 days of the Recipient’s death.
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• If
Shares have been issued, the Shares shall be released to the
Recipient’s estate within 90 days of the Recipient’s
death.
• If
Shares have not been issued, the Recipient’s estate shall be
paid a cash amount equal to the value of the Shares earned. The
value shall be determined based on the closing price of the Shares
on the date of the Recipient’s death and shall be paid within
90 days of the Recipient’s death.
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| Disability |
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• Performance
Period continues.
• After
the performance is certified, the number of Shares earned are
issued and released within 90 days of the Performance Certification
Date.
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• Issue
and/or release Shares within 90 days of Disability.
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| Retirement |
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• The
Performance Period continues.
• After
the performance is certified, the number of Shares earned are
issued and released within 90 days of the Performance Certification
Date. If required by Section 409A of the Internal Revenue Code,
Shares may not be released to specified employees until at least
six months following Retirement.
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• Issue
and/or release Shares within 90 days of Retirement. If required by
Section 409A of the Internal Revenue Code, Shares may not be
released to specified employees until at least six months following
Retirement.
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Company-Initiated Transfer
to a Related
Company |
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• Performance
Period continues.
• After
the performance is certified, the number of Shares earned are
issued and released within 90 days of the Performance Certification
Date.
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• Holding
Period continues.
• If all
requirements met, Shares are released on the Release
Date.
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| Change in
Control |
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• Target
number of Shares are issued and released just prior to Change in
Control
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• Number
of Shares earned are issued and/or released just prior to Change in
Control
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3
(a) For purposes of
determining “Disability,” the definition of
“Disability” as contained in Section 5(a) of the
Plan is replaced with the following definition:
“Disability”
shall mean a condition for which an individual becomes eligible for
and receives 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 or
a Related Company, provided that the Recipient 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.
(b)
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