EXHIBIT 10.18
GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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GROUP LONG-TERM PERFORMANCE INCENTIVE PLAN
OF THE COCA-COLA COMPANY
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 17, 2000)
SECTION 1. PURPOSE
The purpose of the Group Long-Term Performance Incentive
Plan of The Coca-Cola Company (the "Plan") is to advance the
interests of The Coca-Cola Company or any entity in which it
owns, directly or indirectly, during the relevant time,
either (i) 50% or more of the voting stock or capital where
such entity is not publicly held, or (ii) an interest which
causes the other entity's financial results to be
consolidated with The Coca-Cola Company's financial results
for financial reporting purposes (the "Company") by
providing a competitive level of incentive for eligible
senior executives which will encourage them to more closely
identify with share-owner interests and to achieve financial
results consistent with the Company's long range business
plans. It will also provide a vehicle to attract and retain
key executives who are responsible for moving the business
forward.
SECTION 2. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") composed of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer, the
Executive Vice President, Operations Support, the Senior
Vice President and Chief Financial Officer, the Vice
President, Human Resources, the Group Presidents, and the
Director, Compensation. However, in the case of any
participant who is an elected officer of The Coca-Cola
Company, the Compensation Committee of the Board of
Directors shall constitute the "Committee." The Committee
may delegate any of its duties to any individual or
individuals as it may deem necessary in order to carry out
the intent and provisions of this Plan. The Committee shall
determine which of the eligible key employees of a Division
or Group to whom, and the time or times at which, Long-Term
Incentive Awards ("Awards") will be granted under the Plan,
and the other conditions of the grant of the Awards. The
provisions and conditions of the grants of Awards need not
be the same with respect to each grantee or with respect to
each Award.
The Committee shall, 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
shall make determinations and shall take such other action
in connection with or in relation to accomplishing the
objectives of 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 Awards granted
hereunder by the Committee shall be final and conclusive for
all purposes and upon all persons including, but without
limitation, the affected employees and their respective
successors in interest.
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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SECTION 3. ELIGIBILITY
Group Presidents, Division Presidents and other key senior
executives, as defined by the Group Presidents or the
Committee, may be approved by the Committee from time to
time as eligible to participate in the Plan, but no
individual shall have a right to participate. Persons who
become elected corporate officers of The Coca-Cola Company
while participating in the Plan may continue to participate.
Awards may be granted to such key employees of the Company
as determined in the sole discretion of the Committee.
SECTION 4. GRANTS OF AWARDS
(a) ANNUAL SELECTION BY THE COMMITTEE OF PARTICIPANTS.
Annually, participants shall be selected for
participation by the Committee prior to or shortly
after the beginning of a three-year performance
period ("Performance Period"). Following such
selection by the Committee, the applicable Group
President or the Committee shall advise such key
employees that they are participants in the Plan
for a Performance Period. Each Performance Period
will be of three years duration and shall commence
on the first day of January of the applicable year.
A new three-year Performance Period shall commence
each year.
(b) CALCULATION OF PERFORMANCE INCENTIVE BASE. At the
time a Group President or the Committee advises a
participant of his or her participation, the
participant's Performance Incentive Base shall be
calculated. The Performance Incentive Base shall
be the participant's salary grade midpoint or 50%
of salary range at the time of notification, times
a percentage predicated upon the participant's
relative responsibility level. The percentage
will be progressively higher for correspondingly
higher levels of responsibility. Once the
Performance Incentive Base (i.e., the employee's
salary grade midpoint or 50% of salary range and
the applicable percentage) is determined at
the commencement of each Performance Period, that
Performance Incentive Base will not change for that
Performance Period, unless it is subsequently adjusted
upwards by the Committee in its sole discretion based
on inflation in excess of that which was taken into
account in determining the Performance Incentive Base.
SECTION 5. PERFORMANCE CRITERION
The measures of performance are objective and shall be based
on one or more criteria measured annually over the three-
year Performance Period. The Committee shall specify which
of the following criteria will apply for the Group (or other
business unit as designated by the Committee) during the
Performance Period of the Group (or other business unit as
designated by the Committee) in which the participant is
employed.
(a) GROWTH IN UNIT CASE SALES. The annual compound
"Growth in Unit Case Sales" will mean the growth in
the number of cases of 24 8 oz. (U.S.) servings sold
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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during a year compared to the number sold in the
previous year, as determined by the Controller.
(b) OPERATING PROFIT MARGIN. "Operating Profit Margin"
for a calendar year will be determined by the Controller
using the following formula: consolidated operating
profit as a percent of consolidated revenues excluding
Company-owned bottling operations and after adjustment
for deviations from budgeted exchange rates.
(c) SHARE OF SALES. "Share of Sales" will be determined
by the Controller using the following formula: percent
of the total unit case volume for the soft-drink
category (or such other category or categories as the
Committee specifies at the time it selects the criterion
for a Performance Period) of the commercial beverages
industry.
(d) GROWTH IN ECONOMIC PROFIT. "Growth in Economic Profit"
shall be determined for each calendar year in accordance
with the definition of Economic Profit provided by the
Controller and approved by the Committee within 90 days
of the start of the Performance Period in which it would
apply. At such time, the Committee may, but is not
obligated to, specify an independent inflation/deflation
index and/or exchange rate index that will be applied to
the calculation of Economic Profit to eliminate any
effect of inflation and/or exchange rates on the
calculation of Economic Profit.
SECTION 6. AWARD DETERMINATION
Awards will be determined after the close of each Performance
Period from an award matrix, based upon the performance
criteria, which matrix shall be adopted by the Committee at
the inception of each Performance Period. The amount of an
Award will equal the product of the participant's Performance
Incentive Base and the percentage derived from the award
matrix. In no event shall an Award to a participant for any
Performance Period exceed 150% of target, as adjusted, if
necessary, pursuant to Section 4(b). The Committee may, in
its sole discretion, reduce the amount of any Award or
refuse to pay any Award.
SECTION 7. PAYMENT OF AWARDS
(a) CONDITIONS TO PAYMENT OF AWARDS. Prior to the payment
of any Award, the Committee shall certify the appropriate
performance measured against the applicable criteria to
be used in determining the amount of such Award.
(b) AWARDS. Awards shall be paid in cash at the times
provided in Section 7(c) and portions of awards are
subject to forfeiture until paid, as provided below.
(c) THE VESTED CASH AWARD. One-half of the Award will be
paid in cash to each participant within sixty days
after the date on which the Senior Vice President and
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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Chief Financial Officer of the Company approves the
report on the financial statements of the Group for the
third year of each Performance Period (the
"Vested Cash Award"). The second half of the Award is
referred to herein as the "Contingent Award", and it
shall be paid to each participant in the manner
described in (e) below. The only exception to this
schedule is if the participant transfers from one Group
to another or to a United States division. In that
instance, the Committee, in its sole discretion, may
elect to pay the participant a pro-rated Award payment
as described in Section 8(b) based on the financial
data available at that time. Otherwise, the
participant shall receive a pro-rated Award at the
customary payout date.
(d) RETIREMENT. "Retirement," as used herein, shall mean
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 the terms of the Employee Retirement Plan
(the "ERP") assuming such employee were eligible to
participate in the ERP.
(e) PAYMENT AND FORFEITURE OF CONTINGENT AWARD. The
Contingent Award, plus interest thereon as set forth
below from the date of such Contingent Award as
determined by the Committee, shall be paid in cash to
each participant within sixty days after the expiration
of the second year following the end of the final year
of the related Performance Period, provided that such
Contingent Award has not been forfeited as set forth in
the following sentence. The Contingent Award shall be
forfeited to the Company (unless the Committee in its
sole discretion shall otherwise determine) if, within
two years from the date the Contingent Award is
granted, the participant terminates his or her
employment with the Company (for reasons other than
death, retirement or disability as such disability may
be determined by the Committee).
A Contingent Award shall bear interest from the date
such Contingent Award is granted to the date of
payment, such interest to be calculated pursuant to
rules promulgated by the Committee, but in no event
shall constitute interest which is "above market" as
set forth in Item 402 of Regulation S-K promulgated by
the Securities and Exchange Commission.
(f) RETIREMENT, DEATH OR DISABILITY DURING FORFEITURE
PERIOD. If, within two years after the end of a
Performance Period for which a participant receives a
Contingent Award, the participant retires, dies or
becomes disabled, such participant (or his or her
estate) shall be paid the full Contingent Award.
(g) WITHHOLDING FOR TAXES. The Company shall have the
right to deduct from all Award payments any taxes
required to be withheld with respect to such payments.
(h) PAYMENTS TO ESTATES. Awards and earnings thereon, if
any, to the extent that they are due to a participant
pursuant to the provisions hereof and which remain
unpaid
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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at the time of the participant's death, shall be
paid in full to the executor or administrator of the
participant's estate.
SECTION 8. TERMINATION OF EMPLOYMENT OR TRANSFER
DURING ANY PERFORMANCE PERIOD
(a) TERMINATION FOR REASONS OTHER THAN RETIREMENT, DEATH OR
DISABILITY. If the participant's employment by the
Company or an Affiliate terminates for any reason
(other than retirement, death or disability) during any
Performance Period, that participant shall not be
entitled to any Award for that Performance Period but
may receive a pro-rated portion of the Award calculated
in accordance with Section 8(b) below if the Committee
so determines in its discretion.
(b) DEATH, DISABILITY OR RETIREMENT DURING PERFORMANCE
PERIOD. If a participant retires, dies or becomes
disabled during any Performance Period, the amount of
the Award shall be calculated as provided in Sections
4, 5 and 6 as if the Performance Period ended on the
last day of the year in which the participant retired,
died or became disabled. Such Award will then be paid
all in cash within sixty days after the date on which
the independent public accountants of the Company issue
their report on the financial statements of the Company
for the last year of the redefined Performance Period.
The amount of the Award will be prorated by a fraction,
the numerator of which shall be the number of whole
calendar months in the period commencing with the first
month of the Performance Period and ending with the
whole calendar month immediately preceding the date of
retirement, death or disability, and the denominator of
which will be thirty-six.
(c) TRANSFER FROM GROUP DURING PERFORMANCE PERIOD. If a
participant transfers from one Group of the Company to
another Group of the Company during any Performance
Period, the amount of the Award shall be calculated as
provided in Sections 4, 5 and 6. Such Award will then
be paid all in cash at the normal payout time, as if no
transfer had occurred. The amount of the Award will be
prorated by a fraction, the numerator of which shall be
the number of whole calendar months in the period
commencing with the first month of the Performance
Period and ending with the whole calendar month
immediately preceding the date of transfer, and the
denominator of which will be thirty-six.
SECTION 9. AMENDMENTS, MODIFICATION AND TERMINATION OF
THE PLAN
The Committee may terminate the Plan, in whole or in part, may
suspend the Plan, in whole or in part, and may amend the Plan
from time to time, including the adoption of amendments
deemed necessary or desirable to correct any defect or supply an
omission or reconcile any inconsistency in the Plan or in any
Award granted hereunder. No amendment, termination or
modification of the Plan may in any manner affect Awards
therefore granted without the consent of the participant unless
the Committee has made a
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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determination that an amendment or modification is in the best
interest of all persons to whom Awards have therefore been granted,
but in no event may such amendment or modification result in an
increase in the amount of compensation payable pursuant to such
award.
SECTION 10. 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.
SECTION 11. EFFECT ON BENEFIT PLANS
Awards will be included in the computation of benefits under the
Employee Retirement Plan, Overseas Retirement Plan and other
retirement plans maintained by the Company under which the
participant may be covered and the Thrift Plans, subject to all
applicable laws and in accordance with the provisions of those
plans.
Awards shall not be included in the computation of benefits
under any Group Life Insurance Plan, Travel Accident Insurance
Plan, Personal Accident Insurance Plan or under Company policies
such as severance pay and payment for accrued vacation, unless
required by applicable laws.
SECTION 12. CHANGE IN CONTROL
If there is a Change in Control (as hereinafter defined) while
the Plan remains in effect, then
(a) each participant's Award accrued through the date of
such Change in Control for each Performance Period then
in effect automatically shall become nonforfeitable on
such date,
(b) the Committee immediately after the date of such Change
in Control shall determine each participant's Award
accrued through the end of the calendar month which
immediately precedes the date of such Change in
Control, and such determination shall be made based on
a formula established by the Committee which computes
such Award using (1) actual performance data for each
full Plan Year in each Performance Period for which
such data is available and (2) projected data for each
other Plan Year, which projection shall be based on a
comparison, as applicable (for the Plan Year which
includes the Change in Control) of the actual
performance versus budgeted performance for Unit Case
Sales for the full calendar months (in such Plan Year)
which immediately precede the Change in Control and the
actual performance versus budgeted performance for
Economic Profit for such period multiplied by (3) a
fraction, the numerator of which shall be the number of
full calendar months in each such Performance
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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Period before the date of the Change in Control and the
denominator of which shall be thirty-six,
(c) each participant's accrued Award (as determined under
Section 12(b) and his or her then unpaid Vested Cash
Award and Contingent Award(s) under Section 7 (computed
with interest at the market weighted prime rate accrued
on such awards under Section 7 through the date of such
Change in Control but in no event constituting an
"above-market" rate of interest as set forth in Item
402 of Regulation S-K promulgated by the Securities and
Exchange Commission) shall be paid to him or her in a
lump sum in cash promptly after the date of such Change
in Control in lieu of any other additional payments
under the Plan for the related Performance Periods, and
(d) any federal golden parachute payment excise tax paid or
payable under Section 4999 of the Code, or any
successor to such Section, by a participant for his or
her taxable year for which he or she reports the
payment made under Section 12(c) on his or her federal
income tax return shall be deemed attributable to such
payment under Section 12(c), and the Company promptly
on written demand from the participant (or, if he or
she is dead, from his or her estate) shall pay to him
or her (or, if he or she is dead, to his or her estate)
an amount equal to such excise tax.
A "Change in Control" for purposes of this Section 12 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 promulgated under the Securities Exchange Act of 1934 (the
"Exchange 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 Section
13(d) and 14(d)(2) of the Exchange Act as in effect on
January 1, 1999) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange 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 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 its stock 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
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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Control shall be deemed to have occurred, if, prior to such time
as a Change in Control would otherwise be deemed to have occurred,
the Board of Directors determines otherwise.
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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GROUP LONG-TERM PERFORMANCE INCENTIVE PLAN
OF THE COCA-COLA COMPANY
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 17, 2000)
SECTION 1. PURPOSE
The purpose of the Group Long-Term Performance Incentive
Plan of The Coca-Cola Company (the "Plan") is to advance the
interests of The Coca-Cola Company or any entity in which it
owns, directly or indirectly, during the relevant time,
either (i) 50% or more of the voting stock or capital where
such entity is not publicly held, or (ii) an interest which
causes the other entity's financial results to be
consolidated with The Coca-Cola Company's financial results
for financial reporting purposes (the "Company") by
providing a competitive level of incentive for eligible
senior executives which will encourage them to more closely
identify with share-owner interests and to achieve financial
results consistent with the Company's long range business
plans. It will also provide a vehicle to attract and retain
key executives who are responsible for moving the business
forward.
SECTION 2. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") composed of the Chairman and Chief Executive
Officer, the President and Chief Operating Officer, the
Executive Vice President, Operations Support, the Senior
Vice President and Chief Financial Officer, the Vice
President, Human Resources, the Group Presidents, and the
Director, Compensation. However, in the case of any
participant who is an elected officer of The Coca-Cola
Company, the Compensation Committee of the Board of
Directors shall constitute the "Committee." The Committee
may delegate any of its duties to any individual or
individuals as it may deem necessary in order to carry out
the intent and provisions of this Plan. The Committee shall
determine which of the eligible key employees of a Division
or Group to whom, and the time or times at which, Long-Term
Incentive Awards ("Awards") will be granted under the Plan,
and the other conditions of the grant of the Awards. The
provisions and conditions of the grants of Awards need not
be the same with respect to each grantee or with respect to
each Award.
The Committee shall, 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
shall make determinations and shall take such other action
in connection with or in relation to accomplishing the
objectives of 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 Awards granted
hereunder by the Committee shall be final and conclusive for
all purposes and upon all persons including, but without
limitation, the affected employees and their respective
successors in interest.
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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SECTION 3. ELIGIBILITY
Group Presidents, Division Presidents and other key senior
executives, as defined by the Group Presidents or the
Committee, may be approved by the Committee from time to
time as eligible to participate in the Plan, but no
individual shall have a right to participate. Persons who
become elected corporate officers of The Coca-Cola Company
while participating in the Plan may continue to participate.
Awards may be granted to such key employees of the Company
as determined in the sole discretion of the Committee.
SECTION 4. GRANTS OF AWARDS
(a) ANNUAL SELECTION BY THE COMMITTEE OF PARTICIPANTS.
Annually, participants shall be selected for
participation by the Committee prior to or shortly
after the beginning of a three-year performance
period ("Performance Period"). Following such
selection by the Committee, the applicable Group
President or the Committee shall advise such key
employees that they are participants in the Plan
for a Performance Period. Each Performance Period
will be of three years duration and shall commence
on the first day of January of the applicable year.
A new three-year Performance Period shall commence
each year.
(b) CALCULATION OF PERFORMANCE INCENTIVE BASE. At the
time a Group President or the Committee advises a
participant of his or her participation, the
participant's Performance Incentive Base shall be
calculated. The Performance Incentive Base shall
be the participant's salary grade midpoint or 50%
of salary range at the time of notification, times
a percentage predicated upon the participant's
relative responsibility level. The percentage
will be progressively higher for correspondingly
higher levels of responsibility. Once the
Performance Incentive Base (i.e., the employee's
salary grade midpoint or 50% of salary range and
the applicable percentage) is determined at
the commencement of each Performance Period, that
Performance Incentive Base will not change for that
Performance Period, unless it is subsequently adjusted
upwards by the Committee in its sole discretion based
on inflation in excess of that which was taken into
account in determining the Performance Incentive Base.
SECTION 5. PERFORMANCE CRITERION
The measures of performance are objective and shall be based
on one or more criteria measured annually over the three-
year Performance Period. The Committee shall specify which
of the following criteria will apply for the Group (or other
business unit as designated by the Committee) during the
Performance Period of the Group (or other business unit as
designated by the Committee) in which the participant is
employed.
(a) GROWTH IN UNIT CASE SALES. The annual compound
"Growth in Unit Case Sales" will mean the growth in
the number of cases of 24 8 oz. (U.S.) servings sold
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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during a year compared to the number sold in the
previous year, as determined by the Controller.
(b) OPERATING PROFIT MARGIN. "Operating Profit Margin"
for a calendar year will be determined by the Controller
using the following formula: consolidated operating
profit as a percent of consolidated revenues excluding
Company-owned bottling operations and after adjustment
for deviations from budgeted exchange rates.
(c) SHARE OF SALES. "Share of Sales" will be determined
by the Controller using the following formula: percent
of the total unit case volume for the soft-drink
category (or such other category or categories as the
Committee specifies at the time it selects the criterion
for a Performance Period) of the commercial beverages
industry.
(d) GROWTH IN ECONOMIC PROFIT. "Growth in Economic Profit"
shall be determined for each calendar year in accordance
with the definition of Economic Profit provided by the
Controller and approved by the Committee within 90 days
of the start of the Performance Period in which it would
apply. At such time, the Committee may, but is not
obligated to, specify an independent inflation/deflation
index and/or exchange rate index that will be applied to
the calculation of Economic Profit to eliminate any
effect of inflation and/or exchange rates on the
calculation of Economic Profit.
SECTION 6. AWARD DETERMINATION
Awards will be determined after the close of each Performance
Period from an award matrix, based upon the performance
criteria, which matrix shall be adopted by the Committee at
the inception of each Performance Period. The amount of an
Award will equal the product of the participant's Performance
Incentive Base and the percentage derived from the award
matrix. In no event shall an Award to a participant for any
Performance Period exceed 150% of target, as adjusted, if
necessary, pursuant to Section 4(b). The Committee may, in
its sole discretion, reduce the amount of any Award or
refuse to pay any Award.
SECTION 7. PAYMENT OF AWARDS
(a) CONDITIONS TO PAYMENT OF AWARDS. Prior to the payment
of any Award, the Committee shall certify the appropriate
performance measured against the applicable criteria to
be used in determining the amount of such Award.
(b) AWARDS. Awards shall be paid in cash at the times
provided in Section 7(c) and portions of awards are
subject to forfeiture until paid, as provided below.
(c) THE VESTED CASH AWARD. One-half of the Award will be
paid in cash to each participant within sixty days
after the date on which the Senior Vice President and
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Chief Financial Officer of the Company approves the
report on the financial statements of the Group for the
third year of each Performance Period (the
"Vested Cash Award"). The second half of the Award is
referred to herein as the "Contingent Award", and it
shall be paid to each participant in the manner
described in (e) below. The only exception to this
schedule is if the participant transfers from one Group
to another or to a United States division. In that
instance, the Committee, in its sole discretion, may
elect to pay the participant a pro-rated Award payment
as described in Section 8(b) based on the financial
data available at that time. Otherwise, the
participant shall receive a pro-rated Award at the
customary payout date.
(d) RETIREMENT. "Retirement," as used herein, shall mean
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 the terms of the Employee Retirement Plan
(the "ERP") assuming such employee were eligible to
participate in the ERP.
(e) PAYMENT AND FORFEITURE OF CONTINGENT AWARD. The
Contingent Award, plus interest thereon as set forth
below from the date of such Contingent Award as
determined by the Committee, shall be paid in cash to
each participant within sixty days after the expiration
of the second year following the end of the final year
of the related Performance Period, provided that such
Contingent Award has not been forfeited as set forth in
the following sentence. The Contingent Award shall be
forfeited to the Company (unless the Committee in its
sole discretion shall otherwise determine) if, within
two years from the date the Contingent Award is
granted, the participant terminates his or her
employment with the Company (for reasons other than
death, retirement or disability as such disability may
be determined by the Committee).
A Contingent Award shall bear interest from the date
such Contingent Award is granted to the date of
payment, such interest to be calculated pursuant to
rules promulgated by the Committee, but in no event
shall constitute interest which is "above market" as
set forth in Item 402 of Regulation S-K promulgated by
the Securities and Exchange Commission.
(f) RETIREMENT, DEATH OR DISABILITY DURING FORFEITURE
PERIOD. If, within two years after the end of a
Performance Period for which a participant receives a
Contingent Award, the participant retires, dies or
becomes disabled, such participant (or his or her
estate) shall be paid the full Contingent Award.
(g) WITHHOLDING FOR TAXES. The Company shall have the
right to deduct from all Award payments any taxes
required to be withheld with respect to such payments.
(h) PAYMENTS TO ESTATES. Awards and earnings thereon, if
any, to the extent that they are due to a participant
pursuant to the provisions hereof and which remain
unpaid
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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at the time of the participant's death, shall be
paid in full to the executor or administrator of the
participant's estate.
SECTION 8. TERMINATION OF EMPLOYMENT OR TRANSFER
DURING ANY PERFORMANCE PERIOD
(a) TERMINATION FOR REASONS OTHER THAN RETIREMENT, DEATH OR
DISABILITY. If the participant's employment by the
Company or an Affiliate terminates for any reason
(other than retirement, death or disability) during any
Performance Period, that participant shall not be
entitled to any Award for that Performance Period but
may receive a pro-rated portion of the Award calculated
in accordance with Section 8(b) below if the Committee
so determines in its discretion.
(b) DEATH, DISABILITY OR RETIREMENT DURING PERFORMANCE
PERIOD. If a participant retires, dies or becomes
disabled during any Performance Period, the amount of
the Award shall be calculated as provided in Sections
4, 5 and 6 as if the Performance Period ended on the
last day of the year in which the participant retired,
died or became disabled. Such Award will then be paid
all in cash within sixty days after the date on which
the independent public accountants of the Company issue
their report on the financial statements of the Company
for the last year of the redefined Performance Period.
The amount of the Award will be prorated by a fraction,
the numerator of which shall be the number of whole
calendar months in the period commencing with the first
month of the Performance Period and ending with the
whole calendar month immediately preceding the date of
retirement, death or disability, and the denominator of
which will be thirty-six.
(c) TRANSFER FROM GROUP DURING PERFORMANCE PERIOD. If a
participant transfers from one Group of the Company to
another Group of the Company during any Performance
Period, the amount of the Award shall be calculated as
provided in Sections 4, 5 and 6. Such Award will then
be paid all in cash at the normal payout time, as if no
transfer had occurred. The amount of the Award will be
prorated by a fraction, the numerator of which shall be
the number of whole calendar months in the period
commencing with the first month of the Performance
Period and ending with the whole calendar month
immediately preceding the date of transfer, and the
denominator of which will be thirty-six.
SECTION 9. AMENDMENTS, MODIFICATION AND TERMINATION OF
THE PLAN
The Committee may terminate the Plan, in whole or in part, may
suspend the Plan, in whole or in part, and may amend the Plan
from time to time, including the adoption of amendments
deemed necessary or desirable to correct any defect or supply an
omission or reconcile any inconsistency in the Plan or in any
Award granted hereunder. No amendment, termination or
modification of the Plan may in any manner affect Awards
therefore granted without the consent of the participant unless
the Committee has made a
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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determination that an amendment or modification is in the best
interest of all persons to whom Awards have therefore been granted,
but in no event may such amendment or modification result in an
increase in the amount of compensation payable pursuant to such
award.
SECTION 10. 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.
SECTION 11. EFFECT ON BENEFIT PLANS
Awards will be included in the computation of benefits under the
Employee Retirement Plan, Overseas Retirement Plan and other
retirement plans maintained by the Company under which the
participant may be covered and the Thrift Plans, subject to all
applicable laws and in accordance with the provisions of those
plans.
Awards shall not be included in the computation of benefits
under any Group Life Insurance Plan, Travel Accident Insurance
Plan, Personal Accident Insurance Plan or under Company policies
such as severance pay and payment for accrued vacation, unless
required by applicable laws.
SECTION 12. CHANGE IN CONTROL
If there is a Change in Control (as hereinafter defined) while
the Plan remains in effect, then
(a) each participant's Award accrued through the date of
such Change in Control for each Performance Period then
in effect automatically shall become nonforfeitable on
such date,
(b) the Committee immediately after the date of such Change
in Control shall determine each participant's Award
accrued through the end of the calendar month which
immediately precedes the date of such Change in
Control, and such determination shall be made based on
a formula established by the Committee which computes
such Award using (1) actual performance data for each
full Plan Year in each Performance Period for which
such data is available and (2) projected data for each
other Plan Year, which projection shall be based on a
comparison, as applicable (for the Plan Year which
includes the Change in Control) of the actual
performance versus budgeted performance for Unit Case
Sales for the full calendar months (in such Plan Year)
which immediately precede the Change in Control and the
actual performance versus budgeted performance for
Economic Profit for such period multiplied by (3) a
fraction, the numerator of which shall be the number of
full calendar months in each such Performance
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GROUP LONG-TERM INCENTIVE PLAN THE COCA-COLA COMPANY
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Period before the date of the Change in Control and the
denominator of which shall be thirty-six,
(c) each participant's accrued Award (as determined under
Section 12(b) and his or her then unpaid Vested Cash
Award and Contingent Award(s) under Section 7 (computed
with interest at the market weighted prime rate accrued
on such awards under Section 7 through the date of such
Change in Control but in no event constituting an
"above-market" rate of interest as set forth in Item
402 of Regulation S-K promulgated by the Securities and
Exchange Commission) shall be paid to him or her in a
lump sum in cash promptly after the date of such Change
in Control in lieu of any other additional payments
under the Plan for the related Performance Periods, and
(d) any federal golden parachute payment excise tax paid or
payable under Section 4999 of the Code, or any
successor to such Section, by a participant for his or
her taxable year for which he or she reports the
payment made under Section 12(c) on his or her federal
income tax return shall be deemed attributable to such
payment under Section 12(c), and the Company promptly
on written demand from the participant (or, if he or
she is dead, from his or her estate) shall pay to him
or her (or, if he or she is dead, to his or her estate)
an amount equal to such excise tax.
A "Change in Control" for purposes of this Section 12 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 promulgated under the Securities Exchange Act of 1934 (the
"Exchange 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 Section
13(d) and 14(d)(2) of the Exchange Act as in effect on
January 1, 1999) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange 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 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 its stock 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
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Control shall be deemed to have occurred, if, prior to such time
as a Change in Control would otherwise be deemed to have occurred,
the Board of Directors determines otherwise.
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