RESTRICTED STOCK AGREEMENT
EXHIBIT
99.3
The
Coca-Cola Company (the "Company") hereby agrees to award to the recipient named
below (the “Recipient”) on the date set forth below (“Grant Date”) the number of
shares of Common Stock, $.25 par value, of the Company (the "Shares"), in
accordance with and subject to the terms, conditions and restrictions of this
Agreement. If the conditions described below are satisfied, such award
will be made under the terms of The Coca‑Cola Company 1989 Restricted Stock
Award Plan (the "Plan"), as amended, on the Grant Date.
Name of Recipient: XXXXXXXXXX
Target
Award:
XX,XXX Shares
Relevant Dates: The
following dates are applicable for this Agreement:
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Agreement Date
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Acceptance Date
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Performance Period
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Grant Date (Issue
Date)
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Vesting Period
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Release Date
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Performance Criteria: The
following performance criteria must be met for an award of Shares to be made
under this Agreement. The number of Shares awarded on the Grant Date shall
be determined from the Target Award and the following schedule:
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[Performance
Criteria]
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[Percentage of Target Award
to be
Granted]
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X% (Maximum
Award)
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150%
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X%
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X% (Target
Award)
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100%
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X%
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X%
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X% (Minimum
Award)
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Less than X%
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0
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The performance
criteria shall be: [Insert selected performance criteria approved under the
1989
Restricted Stock Award Plan]
The calculation
of
[performance criteria] shall be adjusted as follows:
[Insert adjustments
to performance criteria]
[Peformance criteria] shall be
rounded as follows: [Insert rounding rule].
TERMS
AND CONDITIONS OF THIS AGREEMENT
(1)
If all of the conditions set forth in this Agreement are satisfied, an award
of
restricted Shares under the Plan will be made to the Recipient on the Grant
Date. No Shares will be delivered to the Recipient or transferred into the
Recipient’s name until the Grant Date and the Recipient shall have no rights to
any Shares or any rights associated with such Shares (such as dividends or
voting rights) until the Grant Date. Shares will be delivered to the
Recipient or the Recipient’s estate on the Release Date indicated above on which
the Shares cease to be subject to risk of forfeiture pursuant to the terms
of
this Agreement and the terms of the Plan, subject to all terms and conditions
set forth in this Agreement.
If the Recipient
is
resident outside of the United States on the Grant Date, the Compensation
Committee (or its designee), in its sole discretion, may select an alternate
Grant Date which is not later than the Release Date. If the Compensation
Committee (or its designee) selects such an alternate Grant Date, the Recipient
will receive from Recipient’s employer a cash payment, less all applicable
taxes, equal to the dividend that would be paid on an equivalent number of
shares of Company Stock, beginning at the time a dividend would have been paid
had Shares been Granted on the original Grant Date listed above.
(a) Performance
Conditions for the Award. An award of restricted Shares on the Grant
Date shall be made only if the Recipient is, and has continuously been, employed
by the Company or a Related Company since the date of this Agreement, except
as
provided in paragraph (1)(d). In addition, the award shall be made only if
(and to the extent) that the Performance Criteria, set forth above, are
satisfied during the Performance Period. The Controller of the
Company and the Compensation Committee shall certify whether, and to what
extent, the Performance Criteria have been achieved.
(b)
Conditions for Release of the Award. The Shares shall be delivered
on the Release Date only if the Recipient, on the Release Date, is, and has
continuously been since the date of this Agreement, employed by the Company
or a
Related Company, except as provided in paragraph (1)(d).
(c) Permitted
Distribution Events. Shares (or, where applicable, cash payments)
under this Agreement shall not be distributed earlier than the occurrence of
one
of the following: i) separation from service, ii) the date the Participant
becomes Disabled, iii) the death of the Participant, or iv) a time specified
in
this agreement as of the date of this Agreement. Payments under this
Agreement shall not be accelerated, except as may be allowed by the Internal
Revenue Service under Code Section 409A. or if Section 409A is inapplicable.
(d)
Separation from the Company. If any of the circumstances listed
below occur prior to the Release Date, the terms of this subparagraph shall
apply. The following table describes the Recipient’s treatment
depending on the reason for the Recipient’s separation from the Company and the
timing of the event.
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During
the Performance Period
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Between
the end of the Performance Period and the Grant
Date
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Between
the Grant Date and the Release Date
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Death
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·
The Performance Period shall be shortened to the beginning of the
original
Performance Period through the end of the year of death.
·
If the Performance Criteria are met during the shortened Performance
Period, instead of an award of Shares, the Recipient’s estate shall be
paid a cash amount equal to the value of the Shares that would have
been
awarded on the Grant Date, prorated as described below. The value
shall be determined as the date of the February Compensation Committee
meeting following the year of death and paid on March 1 (or the next
business day) in the year following death.
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·
If the Performance Criteria have not been met, there shall be no
award.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient’s estate shall be paid a cash amount equal to the value of the
Shares that would have been awarded on the Grant Date. The value
shall be determined as of the later of the Grant Date or the date
of death
and paid on the 60th day (or the next business day) following
the date of death.
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Shares granted
will be
released on the 60th day (or the next business day) following
the Recipient’s death.
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Disability
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·
The Performance Period continues.
·
At the end of the Performance Period, there will be no Award unless,
and
to the extent that, the Performance Criteria are met.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient shall be paid a cash amount equal to the value of the Shares
that would have been awarded, prorated as described below, with the
value
determined as of the Grant Date and paid on March 1 (or the next
business
day) following the certification of results.
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·
If the Performance Criteria have not been met, there shall be no
award.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient shall be paid a cash amount equal to the value of the Shares
that would have been awarded, with the value determined as of the
Grant
Date and paid on March 1 (or the next business day) following the
certification of results..
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Shares granted
will be
released on the 60th day (or the next business day) following
the Recipient’s disability.
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Retirement
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·
For awards held at least 12 months from the date of grant, a grant
of the
target number of Shares will be made 30 days prior to the Recipient’s
Retirement date (or on the closest business day thereto).
·
The Shares will remain subject to forfeiture for the remainder of
the
Performance Period.
·
At the end of the Performance Period, the applicable number of Shares
shall be released if, and to the extent that, the Performance Criteria
are
met. The Shares shall be released on the later of i) March 1
(or the next business day) following the certification of results
or ii)
the date that is six months after the date of the Recipient’s Retirement
and separation from service.
·
Recipient must notify Company of intent to retire 90 days prior to
retirement.
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·
If the Performance Criteria have not yet been certified, a grant
of the
target number of Shares will be made 30 days prior to the Recipient’s
Retirement date (or on the closest business day thereto). The Shares
will remain subject to forfeiture until the Performance Criteria
are
certified.
·
Once the Performance Criteria are certified, the applicable number
of
Shares shall be released if, and to the extent that, the Performance
Criteria are met. The Shares shall be released on the later of i)
March 1 (or the next business day) following the certification of
results
or ii) the date that is six months after the date of the Recipient’s
Retirement and separation from service.
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Shares granted
will be
released on the date which is six months after the Recipients Retirement
and separation from service.
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Transfer to a Related
Company
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·
The Performance Period and Vesting Period continues.
·
At the end of the Performance Period, there will be no Award unless,
and
to the extent that, the Performance Criteria are met.
·
If the Performance Criteria are met, instead of an award of Shares,
the
Recipient shall be paid a cash amount equal to the value of the Shares
that would have been awarded, prorated as described below, paid on
the
Release Date, with the value determined as of the Release Date. In
order to receive any payment, the Recipient must continue to be employed
by a Related Company until the Release Date.
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·
If the Performance Criteria have not been met, there shall be no
award.
·
If the Performance Criteria are met, the Vesting Period continues.
Provided that the Recipient continues to be employed by a Related
Company
until the Release Date, instead of an award of Shares, the Recipient
shall
be paid a cash amount equal to the value of the Shares that would
have been awarded, paid on the Release Date, with the value determined
as
of the Release Date.
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·
Vesting Period continues.
·
Shares granted will be released on the
Release Date, provided all other terms and conditions are satisfied
and
Recipient continues to be employed by a Related Company until the
Release
Date.
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Resignation or
termination (other than Retirement)
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Forfeit entire award.
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Forfeit entire
award.
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(i)
Where a cash payment is provided, except where otherwise provided, the value
of
the Shares will be determined using the closing price per share, as reported
on
the New York Stock Exchange Composite Transactions listing on the applicable
date (as defined according to the relevant situation above), or, if the New
York
Stock Exchange is not open for trading on such date, the trading date
immediately preceding the applicable date. The cash payment will be
subject to all applicable tax withholdings and made as of the date set forth
above.
(ii)
Where references are made to a prorated award in the chart above, except where
otherwise expressly provided, the proration shall be determined using a
fraction, the numerator of which is the number of whole months between the
beginning of the Performance Period and the date of the event (e.g., death,
Disability, transfer, involuntary separation or Retirement) and the denominator
being the number of months in the Performance Period.
(iii)
For purposes of determining “Disability,” the definition of “Disability” as
contained in Section 5(a) of the Plan is replaced with the following
definition:
“Disability” shall mean a condition
for which a Participant becomes eligible for and receives a disability benefit
under the long term disability insurance policy issued to the Company providing
Basic Long Term Disability Insurance benefits pursuant to The Coca-Cola Company
Health and Welfare Benefits Plan, or under any other long term disability plan
which hereafter may be maintained by the Company.
(iv) For
the purpose of determining “Retirement,” the definition of “Retirement” as
contained in Section 5(a) of the Plan is replaced with the following
definition:
“Retirement”
means
an employee’s
termination of employment on a date which is on or after the Recipient attains
age
55 and has completed at least
five years of service (service being defined as Years of Vesting Service under
the
Company’s Employee Retirement Plan (the “ERP”), whether or not the employee is
covered by the ERP).
Notwithstanding the above, if an employee receiving serial severance benefits
would have been eligible for
Retirement as defined above had the employee continued his employment for a
period equal to the period of the
severance
benefits, the employee
will be deemed retired under this plan as of the date severance benefits begin.
For
purposes of determining
whether an award has been held for at least 12 months and for determining the
date of
the release of Shares, the date of Retirement shall be the last day the Recipient actively works prior to Retirement. The Retirement date is not extended if the Recipient receives serial severance benefits.
the release of Shares, the date of Retirement shall be the last day the Recipient actively works prior to Retirement. The Retirement date is not extended if the Recipient receives serial severance benefits.
(v) If
there is more than one reason for separation, the following provisions
apply. A) If a Recipient is eligible for Retirement and is transferred to
a Related Company, the provisions governing transfer to a Related Company shall
apply. B) If a Recipient is disabled and is eligible for Retirement, the
provisions governing Disability shall apply.
(vi) If
a Recipient transfers to a Related Company and the Company deems that the
continuation of the Performance Period or any other terms of this Agreement
would create a conflict of interest, the Company reserves the right to take
any
actions with respect to the Shares, including but not limited to canceling
this
Agreement.
(vii)
Recipient shall
have no rights with
respect to the Shares, including but not limited to rights to sell, vote,
exchange, transfer, pledge, hypothecate or otherwise dispose of the Shares
until
the Grant Date. Between the Grant Date and the Release Date,
Recipient shall have no right to sell, exchange, transfer, pledge, hypothecate
or otherwise dispose of the Shares. Except for these restrictions,
beginning on the Grant Date, the Recipient shall, with respect to the Shares,
have all the rights of a stockholder of the Company, including the right to
vote
the Shares and to receive all distributions and dividends paid with respect
to
the Shares.
(e) The
Recipient shall indicate his or her acceptance of this Agreement by signing
and
returning this Agreement by the Acceptance Date indicated above.
(f) In
the event that the Company’s shares, as a result of a stock split or stock
dividend or combination of shares or any other change or exchange for other
securities, by reclassification, reorganization or otherwise, are increased
or
decreased or changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or of another corporation, the
number of Shares to be awarded under this Agreement shall be adjusted to reflect
such change. If any such adjustment shall result in a fractional share, such
fraction shall be disregarded.
(g)
The Compensation Committee, in its sole discretion, may reduce the number of
Shares or payments provided to a Recipient under this Agreement if it determines
that a Recipient has failed to meet any other applicable performance standards
(including but not limited to, compliance with the Company’s Code of Business
Conduct and any applicable laws), or if the Recipient owes any money to the
Company or a Related Company and has failed to repay such obligation.
(2)
Each notice relating
to this award
shall be in writing. All notices to the Company shall be addressed to the
Secretary, The Coca-Cola Company, <?xml:namespace prefix = st1 ns =
"urn:schemas-microsoft-com:office:smarttags" />OneCoca-ColaPlaza,
Xxxxxxx, Xxxxxxx 00000. All notices to the Recipient shall be addressed to
the address of the Recipient specified on the face page of this Agreement.
Either the Company or the Recipient may designate a different address by written
notice to the other. Written notice to said addresses shall be effective
to bind the Company, the Recipient and the Recipient's representatives and
beneficiaries.
(3)
Taxes.
(a) The Company or a Related Company will
assess the requirements regarding federal, state and/or local taxes, social
insurance, and payroll tax withholding obligations (the “Taxes”) in connection
with the Shares awarded under this Agreement, including the presentation of
this
Agreement, the Recipient’s acceptance of this Agreement, the determination of
the Performance Criteria during the Performance Period, the award of the
restricted Shares on the Grant Date or an alternate Grant Date, the release
of
the Shares, any cash payment awarded under this Agreement, or the subsequent
disposition or transfer of the Shares (the “Potential Tax Events”). The
Recipient acknowledges that these requirements may change from time to time
as
laws or interpretations change.
(b) The Recipient shall,
on any applicable
date corresponding to the Potential Tax Events, pay to the Company, or make
arrangements satisfactory to the Company, regarding payment of all Taxes.
The Company may require satisfaction of any
withholding taxes by retention of Shares or the delivery of already owned
shares of common stock of the Company in
accordance with the procedures determined by the Director, Executive
Compensation. The Company and its Related
Companies shall have the right to deduct from any payment of any kind
otherwise due to such Recipient any Taxes with
respect to the Shares, if any such obligation has not been made by such
Recipient.
(c)
Irrespective of the
Company or a Related Company’s action or inaction with
respect to the Taxes, the Recipient hereby acknowledges and agrees that the
ultimate liability for any and all Taxes is and remains the responsibility
and
liability of the Recipient or the Recipient’s estate. For Recipients who
are International Service Associates or other international employees, all
Taxes
remain the Recipient’s responsibility, except as expressly provided in the
Company’s International Service Policy and/or Tax Equalization
Policy. Recipient acknowledges that the Company and any Related
Company (i) make no representations or undertaking regarding the treatment
of
any Taxes in connection with any Potential Tax Events; and (ii) do not commit
to
structure the terms of the award or any aspect of the transfer of the Shares
to
reduce or eliminate the Recipient’s liability for Taxes.
(d)
To the extent the compensation provided under this Agreement is subject to
Internal Revenue Code Section 409A, the provisions of this Agreement shall
be
construed to comply with the requirements of Section 409A. The Company
reserves the right to amend any provision of this Agreement as necessary in
the
Company’s discretion to comply with the requirements of Internal Revenue Code
Section 409A.
(e)
For Recipients resident in France whose Award is granted under the Addendum
to
the Plan relating to employees in France, the Recipient must hold the Shares
an
additional two years after the vesting date in order to qualify for the special
tax treatment provided in France.
(4) The Recipient hereby agrees that
(a) any change, interpretation, determination or modification of this Agreement
by the Compensation
Committee shall be final and conclusive for all purposes and on all persons
including the Company and the Recipient; provided,
however, that with respect to any amendment or modification of the Plan
which affects the award of Shares made hereby, the
Compensation Committee shall have determined that such amendment or modification
is in the best interests of the Recipient of such
award; and (b) this Agreement and the award of Shares shall not affect
in any
way the right of the Recipient’s employer to terminate or
change the employment of the Recipient.
(5)
In the event Recipient engages in a “Prohibited Activity” (as defined below), at
any time during the term of this Agreement, or within one year after termination
of Recipient’s employment from the Company or any Related Company, or within one
year after the Release Date, whichever occurs latest, the Shares shall be
forfeited and, if applicable, any profit or gain associated with the Shares
shall be forfeited and repaid to the Company.
Prohibited
Activities are:
(a) Non-Disparagement–
making any statement, written or verbal, in any forum or media, or taking any
action in disparagement of the Company or any Related Company or affiliate
thereof, including but not limited to negative references to the Company or
its
products, services, corporate policies, or current or former officers or
employees, customers, suppliers, or business partners or associates;
(b) No
Publicity – publishing any opinion, fact, or material, delivering any
lecture or address, participating in the making of any film, radio broadcast
or
television transmission, or communicating with any representative of the media
relating to confidential matters regarding the business or affairs of the
Company which Recipient was involved with during Recipient’s employment;
(c) Non-Disclosure
of Trade Secrets – failure to hold in confidence all Trade Secrets of the
Company that came into Recipient’s knowledge during Recipient’s employment by
the Company or any Related Company, or disclosing, publishing, or making use
of
at any time such Trade Secrets, where the term "Trade Secret" means any
technical or non-technical data, formula, pattern, compilation, program, device,
method, technique, drawing, process, financial data, financial plan, product
plan, list of actual or potential customers or suppliers or other information
similar to any of the foregoing, which (i) derives economic value, actual or
potential, from not being generally known to and not being readily ascertainable
by proper means by, other persons who can derive economic value from its
disclosure or use, and (ii) is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy;
(d) Non-Disclosure
of Confidential Information – failure to hold in confidence all Confidential
Information of the Company that came into Recipient’s knowledge during
Recipient’s employment by the Company or any Related Company, or disclosing,
publishing, or making use of such Confidential Information, where the term
"Confidential Information" means any data or information, other than Trade
Secrets, that is valuable to the Company and not generally known to the
public or to competitors of the Company;
(e)
Return of Materials – failure of Recipient, in the event of Recipient’s
termination of employment for any reason, promptly to deliver to the Company
all
memoranda, notes, records, manuals or other documents, including all copies
of
such materials and all documentation prepared or produced in connection
therewith, containing Trade Secrets or Confidential Information regarding the
Company's business, whether made or compiled by Recipient or furnished to
Recipient by virtue of Recipient’s employment with the Company or a Related
Company, or failure promptly to deliver to the Company all vehicles, computers,
credit cards, telephones, handheld electronic devices, office equipment, and
other property furnished to Recipient by virtue of Recipient’s employment with
the Company or a Related Company;
(f)
Non-Compete – rendering services for any organization which, or engaging
directly or indirectly in any business which, in the sole judgment of the
Compensation Committee or the Chief Executive Officer of the Company or any
senior officer designated by the Compensation Committee, is or becomes
competitive with the Company;
(g)
Non-Solicitation– soliciting or attempting to solicit for employment for
or on behalf of any corporation, partnership, or other business entity any
employee of the Company with whom optionee had professional interaction during
the last twelve months of optionee’s employment with KO; or
(h) Violation
of Company Policies – violating any written policies of the Company or
Recipient’s employer applicable to Recipient, including without limitation the
Company’s xxxxxxx xxxxxxx policy.
(6)
If any of the terms
of this Agreement may in the opinion of the Company
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Company reserves the right to
modify this Agreement to be consistent with applicable laws or
regulations.
(7) Personal
Data. The Recipient understands that his or her employer, the Company
or a Related Company hold certain personal
information
about the Recipient, including but not limited to his or her name, home address,
telephone number, date of birth, social security number, salary, nationality,
job title, and details of all Shares awarded, cancelled, vested, unvested,
or
outstanding (the “personal data”). Certain personal data may also
constitute “sensitive personal data” within the meaning of applicable local
law. Such data include but are not limited to the information provided
above and any changes thereto and other appropriate personal and financial
data
about the Recipient. The Recipient hereby provides explicit consent to the
Company and any Related Company to process any such personal data and sensitive
personal data. The Recipient also hereby provides explicit consent to the
Company and any Related Company to transfer any such personal data and sensitive
personal data outside the country in which the Recipient is employed, and to
the
United States. The legal persons for whom such personal data are intended
are the Company and any broker company providing services to the Company in
connection with the administration of the Plan. The Recipient has been
informed of his or her right of access and correction to his or her personal
data by applying to the person identified in paragraph 2.
(8)
Additional Consents. The Recipient consents to and
acknowledges that:
(a)
the Plan is discretionary in nature and the Company can amend, cancel or
terminate it at any time;
(b)
these awards and
any other awards under the Plan are voluntary and occasional
and do not create any contractual or other right to receive future awards or
benefits in lieu of any awards, even if similar awards have been granted
repeatedly in the past;
(c)
all determinations
with respect to any such future awards, including, but not
limited to, the times when awards are made, the number of Shares, and the
performance and other conditions attached to the awards, will be at the sole
discretion of the Company and/or the Compensation Committee;
(d)
participation in
this Plan or program is voluntary;
(e)
the value of the
Shares and this award is an extraordinary item of
compensation, which is outside the scope of the Recipient’s employment contract,
if any;
(f)
the Shares, this award, or any income derived there from are a potential bonus
payment not paid in lieu of any cash salary compensation and not part of normal
or expected compensation or salary for any purposes, including, but not limited
to, calculating any termination, severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, life or accident insurance
benefits, pension or retirement benefits or similar payments;
(g) in the event of
involuntary termination of the Recipient’s employment, the Recipient’s
eligibility to receive Shares or
payments
under this Agreement or the Plan, if any, will terminate effective as of the
date that the Recipient is no longer actively employed regardless of any
reasonable notice period mandated under local law, except as expressly provided
in this Agreement;
(h)
the future value
of the Shares is unknown and cannot be predicted with
certainty;
(i)
(for individuals
other than employees of the Company) the award has been made to
the Recipient in his or her status as an employee of his or her employer and
can
in no event be understood or interpreted to mean that the Company is his or
her
employer or that he or she has an employment relationship with the
Company;
(j)
no claim or entitlement to compensation or damages arises from the termination
of this Agreement or diminution in value of the Shares and the Recipient
irrevocably releases the Company and his or her employer, if different from
the
Company, from any such claim that may arise;
(k)
participation in the Plan or this Agreement shall not create a right to further
employment with the Recipient’s employer and shall not interfere with the
ability of the Recipient’s employer to terminate the Recipient’s employment
relationship at any time, with or without cause;
(l) the
Plan and this Agreement set forth the entire understanding between the
Recipient, the Company, and any Related Company regarding the acquisition of
the
Shares and supercedes all prior oral and written agreements pertaining to this
award; and
(m)
if all or any part or application of the provisions of this Agreement are held
or determined to be invalid or unenforceable for any reason whatsoever by a
court of competent jurisdiction in an action between Recipient and the Company,
each and all of the other provisions of this Agreement shall remain in full
force and effect.
(9)
Governing
Law. This Agreement has been made in and shall be
construed under and in accordance with the laws of the State of
Georgia, USA.
Georgia, USA.
THE COCA-COLA COMPANY
___________________________
Authorized Signature
Authorized Signature
I have read the above Agreement and hereby
accept the above award under the
terms and conditions of this Agreement and I agree to be bound thereby and
by
the actions of the Compensation Committee.
Recipient
___________________________
Date:_______________________________
STOCK
POWER
FOR VALUE
RECEIVED, _________________ hereby sells, assigns and
transfers unto The Coca‑Cola Company (the “Company”), a Delaware
corporation (FEIN 58-628465), __________ shares of the Common Stock of the
Company, standing in my name on the books of the Company, represented by
Certificate(s) No(s). __________________ herewith, and do hereby
irrevocably constitute and appoint any officer or any duly authorized
representative of the Company attorney to transfer the said stock on the books
of the Company with full power of substitution in the premises.
Dated:______________________
_______________________________
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