EXHIBIT 99.2
THE COCA-COLA COMPANY
1999 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 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) 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, death or Disability, or as
described in Section 1(a)(vi).
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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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(vi)
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Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the event of the optionee’s Retirement all options will vest.
Any portion(s) of the option which is not vested as of the
effective date of the optionee’s Retirement will become
immediately vested but will become exercisable only following the
date(s) on which such portion(s) would have become vested pursuant
to the Plan and this Agreement had the optionee not retired and had
continued active employment with KO. Such accelerated portions(s)
shall remain exercisable until the option expires. Any portion(s)
of the option which is vested prior to the effective date of the
optionee’s Retirement will remain available for immediate
exercise until the option expires.
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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
(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 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
fro
