THE
COCA-COLA COMPANY
2008
STOCK OPTION PLAN
STOCK
OPTION AGREEMENT
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 2008 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.
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When
options can be exercised .
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No
option may be exercised until it has vested.
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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.
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The
Plan describes the impact upon vesting and the expiration of
options of the following events: death, Disability,
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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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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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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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.
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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:
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(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.
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(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.
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(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.
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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.
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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.
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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.
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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.
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(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.
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(e)
Comply with additional restrictions . The
optionee agrees that the Compensation Committee of the Board of
Directors of KO (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.
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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.
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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:
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(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
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(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
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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
York Stock Exchange Composite
Transactions listing, less the
option exercise price per share shown above, multiplied by the
number of options exercised. Interest shall be
calculated using the weighted prime
rate at SunTrust Bank,
Atlanta.
Optionee
may be released from the effects of this Section 4 if the Committee
determines in its sole discretion that such action is in the best
interest of KO and its stockholders.
Optionee
expressly acknowledges and affirms that the foregoing provisions of
this Section 4 are material and important terms of this Agreement,
and optionee expressly agrees that if all or any part or
application of the foregoing provisio
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