THE COCA-COLA COMPANY
1999 STOCK OPTION PLAN
AMENDED THROUGH APRIL 2000
SECTION 1. PURPOSE
The purpose of The Coca-Cola Company 1999 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
"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 ("1934 Act") as in
effect on January 1, 1999, 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, 1999) 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 share owners 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; or (iv) the share owners of
the Company approve any merger or consolidation to which the Company is a
party as a result of which the persons who were share owners 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; 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.
"Committee" means a committee appointed by the Board of Directors in
accordance with the Company's By-Laws from among its members. Unless and
until its members are not qualified to serve on the Committee pursuant to
the provisions of the Plan, the Stock Option Subcommittee of the Board
shall function as the Committee. Eligibility requirements for members of
the Committee shall comply with Rule 16b-3 under the 1934 Act, or any
successor rule or regulation.
"Disabled" or "Disability" means the optionee meets the definition of
"disabled" under the terms of the Company's Long Term Disability Income
Plan in effect on the date in question, whether or not the optionee is
covered by such plan.
"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 Coca-Cola Company Common Stock, 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 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.
"Retire" means to enter Retirement.
"Retirement" means an employee's termination of employment on a date which
is on or after the earliest date on which such employee would be eligible
for an immediately payable benefit pursuant to (i) for those employees
eligible for participation in the Company's Supplemental Retirement Plan,
the terms of that Plan and (ii) for all other employees, the terms of the
Employee Retirement Plan (the "ERP"), whether or not the employee is
covered by the ERP.
SECTION 3. OPTIONS
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).
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
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 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
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 120,000,000 shares (subject to adjustment as described
below). Such number of shares shall be subject to adjustment in accordance with
Section 5 and Section 11. KO Common Stock subject to any unexercised portion of
an Option which expires or is canceled, surrendered or terminated for any reason
may again be subject to Options granted under the Plan.
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SECTION 6. ELIGIBILITY
Options 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) of the Company or a Majority-
Owned Related Company, and in rare instances to be determined by the
Committee in its sole discretion, employees of a Related Company who
have not been employees of the Company or a Majority-Owned Related
Company within the past eighteen (18) months, and
(c) consultants providing key services to the Company or its Related
Companies (provided that consultants are natural persons and are not
former employees of the Company or any Related Company, and that
consultants shall be eligible to receive only NSOs and shall not be
eligible to receive ISOs).
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.
SECTION 7. 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 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 at which a share of KO Common Stock shall have been sold on the date
of grant, or on the next preceding trading day if such date was not a
trading date, as reported on the New York Stock Exchange Composite
Transactions listing.
(b) Payment. The option price shall be paid in full at the time of
exercise, except as provided in the next sentence. If an exercise is
executed by Merrill Lynch, Pierce, Fenner & Smith using the cashless
method, the exercise price shall be paid in full no later than the close of
business on the third Business Day following the exercise.
Payment may be in cash or, upon conditions established by the
Committee, by delivery of shares of KO Common Stock owned for at least six
(6) months by the optionee.
The optionee, if a U.S. taxpayer, may elect to satisfy Federal, state
and local income tax liabilities due by reason of the exercise by the
withholding of shares of KO Common Stock.
If shares are delivered to pay the option price or if shares are
withheld for U.S. taxpayers to satisfy such tax liabilities, the value of
the shares delivered or withheld shall be computed on the basis of the
reported market price at which a share of KO Common Stock most recently
traded prior to the time the exercise order was processed. Such price will
be determined by reference to the New York Stock Exchange Composite
Transactions listing.
(c) Exercise May Be Delayed Until Withholding is Satisfied. The
Company may refuse to exercise an Option if the optionee has not made
arrangements satisfactory to the Company to satisfy the tax withholding
which the Company determines is necessary to comply with applicable
requirements.
(d) Duration of Options. The duration of Options shall be
determined by the Committee, but in no event shall the duration of an ISO
exceed ten (10) years from the date of its grant or the duration of an NSO
exceed fifteen (15) years from the date of its grant.
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(e) Other Terms and Conditions. Options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the
Committee shall determine appropriate from time to time, including vesting
provisions; provided, however, that, except in the event of a Change in
Control or the Disability or death of the optionee, no grant shall provide
that an Option shall be exercisable in whole or in part for a period of
twelve (12) months from the date on which the Option is granted. The grant
of an Option to any employee shall not affect in any way the right of the
Company and any Related Company to terminate the employment of such
employee. The grant of an Option to any consultant shall not affect in any
way the right of the Company and any Related Company to terminate the
services of such consultant.
(f) ISOs. The Committee, with respect to each grant of an Option to
an optionee, shall determine whether such Option shall be an ISO, and, upon
determining that an Option shall be an ISO, shall designate it as such in
the written instrument evidencing such Option. If the written instrument
evidencing an Option does not contain a designation that it is an ISO, it
shall not be an ISO.
The aggregate fair market value (determined in each instance on the
date on which an ISO is granted) of the KO Common Stock with respect to
which ISOs are first exercisable by any optionee in any calendar year shall
not exceed $100,000 for such optionee. If any subsidiary or Majority-Owned
Related Company of the Company shall adopt a stock option plan under which
options constituting ISOs may be granted, the fair market value of the
stock on which any such incentive stock options are granted and the times
at which such incentive stock options will first become exercisable shall
be taken into account in determining the maximum amount of ISOs which may
be granted to the optionee under this Plan in any calendar year.
SECTION 8. NONTRANSFERABILITY OF OPTIONS
No Option granted pursuant to the Plan shall be transferable otherwise than
by will or by the laws of descent and distribution. During the lifetime of an
optionee, the Option shall be exercisable only by the optionee personally or by
the optionee's legal representative.
SECTION 9. EFFECT OF TERMINATION OF EMPLOYMENT, OTHER CHANGES OF EMPLOYMENT
OR EMPLOYER STATUS, DEATH, RETIREMENT OR A CHANGE IN CONTROL
(a) For Employees. For optionees who are employees of the Company or its
Related Companies on the date of grant, the following provisions shall apply:
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EVENT IMPACT ON VESTING IMPACT ON EXERCISE PERIOD
--------------------------------------------------------------------------------
Employment terminates All options become Option expiration date
upon Disability immediately vested provided in grant
continues to apply
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Employment terminates Option held at least Option expiration date
upon Retirement 12 full calendar months provided in grant
become immediately continues to apply
vested; options held
less than 12 full
calendar months are
forfeited
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Employment terminates All options become Right of executor, ad-
upon death immediately vested ministrator of estate
(or other transferee
permitted by Section 8)
terminates on earlier of
(1) 12 months from the
date of death, or
(2) the expiration date
provided in the Option
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Employment terminates All options become Option expiration date
upon Change in Control immediately vested provided in grant
continues to apply
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EVENT IMPACT ON VESTING IMPACT ON EXERCISE PERIOD
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Termination of employ- Unvested options are Expires upon earlier of
ment for other reasons forfeited 6 months from termination
(Optionees should be termination date or
aware that receipt of option expiration date
severance does not provided in grant
extend their termina-
tion date)
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US military leave Vesting continues Option expiration date
during leave provided in grant
continues to apply
--------------------------------------------------------------------------------
Eleeomysynary service Committee's discretion Committee's discretion
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US FMLA leave of Vesting continues during Option expiration date
absence leave provided in grant
continues to apply
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Company investment in Unvested options are Expires upon earlier of 6
optionee's employer forfeited months from termination
falls under 20% (this date or option expiration
constitutes a termina- date provided in grant
tion of employment
under the Plan, effec-
tive the date the
investment falls below
20%)
--------------------------------------------------------------------------------
OR
--------------------------------------------------------------------------------
employment is trans-
ferred to an entity in
which the Company's
ownership interest is
less than 20%
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Employment transferred Vesting continues after Option expiration date
to Related Company transfer provided in grant
continues to apply
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Death after employment Not applicable Right of executor,
has terminated but administrator of estate
before option has (or other transferee
expired (note that permitted by Section 8)
termination of employ- terminates on earlier of
ment may have resulted (1) 12 months from the
in a change to the date of death, or
original option (2) the Option expiration
expiration date that applied at the date
provided in the grant) of death (note that
termination of employment
may have resulted in a
change to the original
option expiration date
provided in the grant)
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In the case of other leaves of absence not specified above, optionees will
be deemed to have terminated employment (so that options unvested will expire
and the option exercise period will end on the earlier of 6 months from the
date the leave began or the option expiration date provided in the grant),
unless the Committee identifies a valid business interest in doing otherwise in
which case it may specify what provisions it deems appropriate in its sole
discretion; provided that the Committee shall have no obligation to consider any
such matters.
(b) For Consultants. For optionees who are consultants, the provisions
relating to changes of work assignment, death, disability, Change in Control,
or any other provision of an option shall be determined by the Committee at
the date of the grant.
(c) Committee Retains Discretion To Establish Different Terms Than Those
Provided in Sections 9(a) or 9(b). Notwithstanding the foregoing provisions,
the Committee may, in its sole discretion, establish different terms and
conditions pertaining to the effect of an optionee's termination on the
expiration or exercisability of Options at the time of grant or (with the
consent of the affected optionee) outstanding Options. However, no Option can
have a term of more than fifteen years.
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SECTION 10. NO RIGHTS AS A SHARE OWNER
An optionee or a transferee of an optionee pursuant to Section 8 shall
have no right as a share owner with respect to any KO Common Stock covered by
an Option or receivable upon the exercise of an Option until the optionee or
transferee shall have become the holder of record of such KO Common Stock, and
no adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such KO Common Stock for which the record
date is prior to the date on which the optionee or transferee shall have in
fact become the holder of record of the share of KO Common Stock acquired
pursuant to the Option.
SECTION 11. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the shares of KO Common Stock through
the declaration of stock dividends, or stock splits or through recapitalization
or merger or consolidation or combination of shares or spin-offs or otherwise,
the Committee or the Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of KO Common Stock available for Options as
well as the number of shares of KO Common Stock subject to any outstanding
Option and the option price thereof. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to
any Option without payment therefor.
SECTION 12. AMENDMENTS, MODIFICATIONS AND TERMINATION OF THE PLAN
The Board or the Committee may terminate the Plan at any time. From time to
time, the Board or the Committee may suspend the Plan, in whole or in part. From
time to time, the Board or the Committee may amend the Plan, in whole or in
part, including the adoption of amendments deemed necessary or desirable to
qualify the Options under the laws of various countries (including tax laws)
and under rules and regulations promulgated by the Securities and Exchange
Commission with respect to optionees who are subject to the provisions of
Section 16 of the 1934 Act, or to correct any defect or supply an omission or
reconcile any inconsistency in the Plan or in any Option granted thereunder,
or for any other purpose or to any effect permitted by applicable laws and
regulations, without the approval of the share owners of the Company. However,
in no event may additional shares of KO Common Stock be allocated to the Plan
or any outstanding option be repriced or replaced without share-owner approval.
Without limiting the foregoing, the Board of Directors or the Committee may
make amendments applicable or inapplicable only to participants who are
subject to Section 16 of the 1934 Act.
No amendment or termination or modification of the Plan shall in any
manner affect any Option theretofore granted without the consent of the
optionee, except that the Committee may amend or modify the Plan in a manner
that does affect Options theretofore granted upon a finding by the Committee
that such amendment or modification is in the best interest of holders of
outstanding Options affected thereby. Grants of ISOs may be made under this
Plan until February 18, 2009 or such earlier date as this Plan is terminated,
and grants of NSOs may be made until all of the 120,000,000 shares of KO
Common Stock authorized for issuance hereunder (adjusted as provided in
Sections 5 and 11) have been issued or until this Plan is terminated, whichever
first occurs. The Plan shall terminate when there are no longer Options
outstanding under the Plan, unless earlier terminated by the Board or by the
Committee.
SECTION 13. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.
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