EXHIBIT 10.3
THE COCA-COLA COMPANY
1999 STOCK OPTION PLAN
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.
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 of
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.
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) 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 of 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. ELIBIGILITY
Options may be granted to employees of the Company and its Majority-Owned
Related Companies. No employee 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. Also, the Committee may grant Options to 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.
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.
(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 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 the holder thereof.
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(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.
-4-
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.
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.
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
-5-
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 employees 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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THE COCA-COLA COMPANY
1999 STOCK OPTION PLAN
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.
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 of
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.
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) 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 of 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.
-2-
SECTION 6. ELIBIGILITY
Options may be granted to employees of the Company and its Majority-Owned
Related Companies. No employee 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. Also, the Committee may grant Options to 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.
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.
(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 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 the holder thereof.
-3-
(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.
-4-
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.
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.
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
-5-
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 employees 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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