THE
COCA-COLA COMPANY
2008
STOCK OPTION PLAN
(as
amended and restated effective February 18, 2009)
Section
1. Purpose
The
purpose of The Coca-Cola Company 2008 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.
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 or
consolidation 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 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.
“Committee”
means at least two “non-employee Directors” who are
members of the Compensation Committee of the Board of
Directors.
“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 $0.25 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 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.
Section
3. Eligibility
Options
may be granted only to employees of the Company and its
Majority-Owned Related Companies.
No
person shall be granted the right to acquire, pursuant to Options
granted under the Plan, more than 5% of the aggregate number of
shares of KO Common Stock originally authorized under the Plan, as
adjusted pursuant to Section 11. No option shall be
exercisable
unless
the employee properly, timely and unconditionally executes (by any
means approved by the plan administrator) a stock option agreement
provided in connection with the stock option.
An
individual who is granted an Option 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 Majority-Owned Related Companies
(including officers, whether or not they are directors) to whom,
and the time or times at which, Options will be granted; the number
of shares to be subject to each Option; the duration of each
Option; the time or times within which the Option may be exercised;
the cancellation of the Option (with the consent of the holder
thereof); and the other conditions of the grant of the Option, at
grant or while outstanding, pursuant to the terms of the Plan. The
provisions and conditions of the Options need not be the same with
respect to each optionee or with respect to each Option.
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 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, 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 granted thereunder may not
exceed 140,000,000 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 10.
(b)
Shares Counted Against Limitation. If
an Option is exercised by delivery, sale or attestation
of Shares of KO Common Stock under Section 6, or if the
tax withholding obligation is satisfied by withholding or selling
Shares of KO Common Stock under Section 6, 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. Awards of Options
Except
as otherwise specifically provided in this Plan, Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:
(a) Option
Price. The option price shall be no less than 100% of the fair
market value of the KO Common Stock on the date of grant. The fair
market value of a share of KO Common Stock shall be the average of
the high and low market prices
