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 1999 Stock Option Plan (the
"Plan"):
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number of
options granted, each for one share of KO common stock
:
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option
exercise price per share : $
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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)
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No option may
be exercised until it has vested.
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(ii)
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No option shall
vest prior to the first anniversary of the grant date, except in
the event of a Change in Control,
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(iii)
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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)
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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)
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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:
(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. 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:
(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
(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
