THE
COCA-COLA COMPANY
2002
STOCK OPTION PLAN
(Amended
and Restated through February 18, 2009)
Section 1.
Purpose
The
purpose of The Coca-Cola Company 2002 Stock Option Plan (the
"Plan") is to advance the interest of The Coca-Cola Company
(the "Company") and its Related Companies (as defined in
Section 2) by encouraging and enabling the acquisition of a
financial interest in the Company by officers and other key
employees of the Company or its Related Companies. In addition, the
Plan is intended to aid the Company and its Related Companies in
attracting and retaining 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. Also, the Plan is
intended to help the Company and its Related Companies, in certain
instances, to attract and compensate consultants to perform key
services.
Section 2.
Definitions
"Board"
means the Board of Directors of the Company.
"Business
Day" means a day on which the New York Stock Exchange is open for
securities trading.
"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 under the Securities
Exchange Act of 1934, as amended ("1934 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 1934
Act), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the 1934 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 (2) 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 shareowners of the Company approve
any merger or consolidation as a result of which the KO Common
Stock (as defined below) 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 shareowners of the Company approve any merger or
consolidation to which the Company is a party as a result of which
the persons who were shareowners 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, consolidation,
liquidation or sale is completed; provided, however, that no Change
in Control shall be deemed to have occurred if, prior to such times
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 of 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.
"Disabled"
or "Disability" means a condition for which a Participant becomes
eligible for 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,
whether or not the optionee is covered by such plans.
"ISO"
means an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended.
"KO
Common Stock" means the common stock of The Coca-Cola Company, par
value $.25 per share.
"Majority-Owned
Related Company" means a Related Company in which the Company owns,
directly or indirectly, 50% or more of the voting stock or capital
on the date an Option or SAR is granted.
"NSO"
means a stock option that does not constitute an ISO.
"Options"
means ISOs and NSOs granted under this Plan.
"Related
Company" or "Related Companies" means corporation(s) or other
business organization(s) in which the Company owns, directly or
indirectly, 20% or more of the voting stock or capital at the
relevant time.
”Years
of Service” means “Years of Vesting Service” as
that term is defined in the Employee Retirement Plan of The
Coca-Cola Company.
"SAR"
means stock appreciation rights granted under this Plan. An SAR
entitles the Participant to receive, in KO Common Stock, value
equal to the excess of: a) the fair market value of a
specified number of shares of KO Common Stock at the time of
exercise; over b) an exercise price established by the
Committee.
2
Section 3.
Options and SARs
The
Company may grant ISOs and NSOs to those persons meeting the
eligibility requirements in Section 6(a) and NSOs to those
persons meeting the eligibility requirements in Sections 6(b) and
6(c).
The
Company may grant SARs to any persons meeting the eligibility
requirements in Sections 6(a), (b) and (c).
An
individual who is granted an Option and/or an SAR shall be referred
to herein as an "optionee."
Section 4.
Administration
The
Plan shall be administered by the Committee. No person, other than
members of the Committee, shall have any discretion concerning
decisions regarding the Plan. The Committee shall determine the key
employees of the Company and its Related Companies (including
officers, whether or not they are directors) and consultants to
whom, and the time or times at which, Options and SARs will be
granted; the number of shares to be subject to each Option and SAR;
the duration of each Option and SAR; the time or times within which
the Option or SAR may be exercised; the cancellation of the Option
or SAR (with the consent of the holder thereof); and the other
conditions of the grant of the Option or SAR, at grant or while
outstanding, pursuant to the terms of the Plan. The provisions and
conditions of the Options or SARs need not be the same with respect
to each optionee or with respect to each Option or SAR.
The
Committee may, subject to the provisions of the Plan, establish
such rules and regulations as it deems necessary, or advisable, for
the proper administration of the Plan, and may make determinations
and may take such other action in connection with or in relation to
the Plan as it deems necessary or advisable. Each determination or
other action made or taken pursuant to the Plan, including
interpretation of the Plan and the specific conditions and
provisions of the Options and SARs granted hereunder by the
Committee, shall be final and conclusive for all purposes and upon
all persons including, but without limitation, the Company, its
Related Companies, the Committee, the Board, officers and the
affected employees and consultants to the Company and/or its
Related Companies, optionees and the respective successors in
interest of any of the foregoing.
Section 5.
Stock
(a)
The KO
Common Stock to be issued, transferred and/or sold under the Plan
shall be made available from authorized and unissued KO Common
Stock or from the Company's treasury shares. The total number of
shares of KO Common Stock that may be issued or transferred under
the Plan pursuant to Options or SARs granted thereunder may not
exceed 120,000,000 shares (subject to adjustment as described
below); provided, however, that in no event shall the number of
shares of KO Common Stock that may be issued, transferred or sold
under the Plan exceed 5% of the number of shares of KO Common Stock
outstanding on
a
given date. Such number of shares shall be subject to adjustment in
accordance with Section 5 and Section 11.
(b)
Shares Counted Against Limitation. If
an Option is exercised by delivery, sale or attestation
of Shares of KO Common Stock under Section 7, or if the
tax withholding obligation is satisfied by withholding or selling
Shares of KO Common Stock under Section 7, the number of Shares of
KO Common Stock deemed to have been issued under the Plan (for
purposes of the limitation set forth in this section) shall be the
number of Shares of KO Common Stock that were subject to the Option
or portion thereof so exercised and not the net number of Shares of
KO Common Stock actually issued upon such exercise.
(c)
Lapsed Awards. If an Option: (i) expires; (ii) is
terminated, surrendered, or canceled without having been exercised
in full; or (iii) is otherwise forfeited in whole or in part, then
the unissued Shares of KO Common Stock that were subject to such
Option and/or such surrendered, canceled, or forfeited Shares of KO
Common Stock shall become available for future grant under the
Plan.
Section 6.
Eligibility
Options
and/or SARs may be granted to:
(a)
employees of the Company and its Majority-Owned Related
Companies,
(b) particular
employee(s) of a Related Company, who within the past eighteen
(18) months were employee(s)
