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Exhibit
10.1
THE COCA-COLA
COMPANY
1989 RESTRICTED STOCK
AWARD PLAN
(As Amended through
February 20, 2008)
Section 1.
Purpose
The purpose of the 1989
Restricted Stock Award Plan of The Coca-Cola Company (the
“Plan”) is to advance the interest of The Coca-Cola
Company (the “Company”) and its Related Companies (as
defined in Section 4 hereof), by encouraging and enabling the
acquisition of a financial interest in the Company by officers and
other key employees through grants of restricted shares of Company
Common Stock and/or performance share units (the
“Awards”, or singly, an “Award”). The Plan
is intended to aid the Company and its Related Companies in
retaining officers and 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. In addition, the
Plan may also aid in attracting officers and key employees who will
become eligible to participate in the Plan after a reasonable
period of employment by the Company or its Related
Companies.
Section 2.
Administration
The Plan shall be
administered by a committee (the “Committee”) appointed
by the Board of Directors of the Company (the “Board”)
or in accordance with Section 7, Article III of the
By-Laws of the Company (as amended through October 20, 2005)
from among its members and shall be comprised of not less than
three (3) members of the Board. The Committee shall determine
the officers and key employees of the Company and its Related
Companies (including officers, whether or not they are directors)
to whom, and the time or times at which, Awards will be granted,
the number of shares to be awarded, the time or times within which
the Awards may be subject to forfeiture, and all other conditions
of the Award. The provisions of the Awards need not be the same
with respect to each recipient.
The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary or advisable for the proper
administration of the Plan and to take such other action in
connection with or in relation to the Plan as it deems necessary or
advisable. Each action made or taken pursuant to the Plan,
including interpretation of the Plan and the Awards granted
hereunder by the Committee, shall be final and conclusive for all
purposes and upon all persons, including, without limitation, the
Company and its Related Companies, the Committee, the Board, the
Officers and the affected employees of the Company and/or its
Related Companies and their respective successors in
interest.
Section 3. Stock
The stock to be issued under
the Plan pursuant to Awards shall be shares of Common Stock, $.25
par value, of the Company (the “Stock”). The Stock
shall be made available from treasury or authorized and unissued
shares of Common Stock of the Company. The total number of shares
of Stock that may be issued pursuant to Awards under the Plan,
including those already issued, may not exceed 40,000,000 shares
(subject to adjustment in accordance with Section 8). Shares
of Stock previously granted pursuant to Awards, but which are
forfeited pursuant to Section 5, below, shall be available for
future Awards.
Section 4.
Eligibility
Awards may be granted to
officers and key employees of the Company and its Related Companies
who have been employed by the Company or a Related Company (but
only if the Related Company is one in which the Company owns on the
grant date, directly or indirectly, either (i) 50% or more of
the voting stock or capital where such entity is not publicly held,
or (ii) an interest which causes the Related Company’s
financial results to be consolidated with the Company’s
financial results for financial reporting
purposes) for a reasonable period of
time determined by the Committee. The term “Related
Company” shall mean any corporation or other business
organization in which the Company owns, directly or indirectly,
20 percent or more of the voting stock or capital at the
applicable time.
Notwithstanding any other provision of
the Plan, Awards, including performance share unit awards, may only
be granted to employees if they are employed at the time the Award
is initially granted; however, Awards in the form of performance
share units or other share units may be settled in shares of Stock
after the employee’s termination of employment, if such
employee qualifies for such a settlement under the terms of the
Award.
No employee shall acquire pursuant to
Awards granted under the Plan more than twenty (20) percent of
the aggregate number of shares of Stock issuable pursuant to Awards
under the Plan.
Section 5. Awards
Except as otherwise
specifically provided in the grant of an Award, Awards shall be
granted solely for services rendered to the Company or any Related
Company by the employee prior to the date of the grant and shall be
subject to the following terms and conditions:
(a) The Stock subject to
an Award shall be forfeited to the Company if the employment of the
employee by the Company or Related Company terminates for any
reason (including, but not limited to, termination by the Company,
with or without cause) other than death, “Retirement”,
as hereinafter defined, provided that such Retirement occurs at
least five (5) years from the date of grant of an Award and
also provided that the employee has attained the age of 62, or
disability (within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended), prior to a
“Change in Control” of the Company as hereinafter
defined. “Disability”, as used herein shall mean a
condition for which a Participant 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 for
individuals outside the United States, an applicable governmental
entity. “Retirement”, as used herein shall mean an
employee’s voluntarily leaving the employ of the Company or a
Related Company 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 Employees Retirement Plan (the “ERP”)
assuming such employees were eligible to participate in the ERP.
“Cause”, as used herein and in conjunction with an
Award shall mean termination of employment by the Company or a
Related Company which is based on a violation of the
Company’s Code of Business Conduct or any other policy of the
Company or its Related Company, or for gross misconduct.
(b) If at any time the
recipient retires on a date which is at least five (5) years
from the date of grant of an Award and on or after the date on
which the employee has attained the age of 62, dies or becomes
disabled, or in the event of a “Change in Control” of
the Company, as hereinafter defined, prior to such Retirement,
death or disability, such recipient shall be entitled to retain the
number of shares subject to the Award if such shares have been
issued, unless otherwise specified at the time of grant. For
performance Awards, including performance share units, the
treatment on death, disability, retirement or Change in Control
shall be as provided at the time of grant. If no such provision is
made, the terms of this Section 5(b) shall apply as if the
shares had been issued. A “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 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange 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 Exchange Act), is or becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange 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 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 shareholders of the Company approve any merger or
consolidation as a result of which the Common Stock 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
shareholders of the Company approve any merger or consolidation to
which the Company is a party as a result of which the persons who
were shareholders 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 or consolidation
is completed; provided, however, that no Change in Control shall be
deemed to have occurred if, prior to such time 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 in 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.
(c) Awards may contain
such other provisions, not inconsistent with the provisions of the
Plan, as the Committee shall determine appropriate from time to
time.
(d) Performance-Based
Awards.
1. The Committee, which
shall be comprised of two or more outside directors meeting
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