THE COCA-COLA COMPANY STOCK OPTION AGREEMENT
EXHIBIT
99.1
THE
COCA-COLA COMPANY
1999
STOCK OPTION PLAN
Xxxxxxx
Xxxxx Account Number:
The
Coca-Cola Company ("KO") hereby grants to the optionee named below options
to
purchase KO common stock at the price per share set forth below, subject to
the
provisions of this Agreement together with the provisions of The Coca-Cola
Company 1999 Stock Option Plan (the "Plan"):
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optionee's
name:
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number
of options granted, each for one share of KO common stock:
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option
exercise price per share:
$
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option
grant date:
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option
expiration date:
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vesting
period:
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Capitalized
terms not otherwise defined in this Agreement shall have the meaning provided
in
the Plan. The Plan is incorporated into, and made a part of, this
Agreement.
1. When
options can be exercised.
(a) General
provisions.
| (i) |
No
option may be exercised until it has
vested.
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| (ii) |
No
option shall vest prior to the first anniversary of the grant date,
except
in the event of a Change in Control,
death
or Disability.
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| (iii) |
The
Plan describes the impact upon vesting and the expiration of options
of
the following events: death,
Disability,
Retirement, Change in Control, various types of leaves of absence,
termination of employment,
change
in KO's investment in the optionee's employer which results in the
employer no longer meeting the
definition
of a Related Company under the Plan, and transfer of employment to
a
Related Company.
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| (iv) |
Once
an option has vested, it may be exercised until it expires. Unless
otherwise provided in the Plan or in this
Agreement,
the options expire on the option expiration date noted above. For
individuals located in France, the
options
will expire on the earlier of: (a) six months after the date of the
optionee’s death, and (b) the option
expiration
date noted above.
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| (v) |
Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the
event of the optionee’s
violation
of Section 4 below, the options will expire immediately at the time
of
such violation.
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(b) Specific
provisions. Except
as
otherwise provided in the Plan or in this Agreement, one fourth of the number
of
options covered by this Agreement shall vest on the first, second, third and
fourth anniversaries of the grant date.
2. How
to
exercise the options. In
order
to exercise an option, it must be vested and must not have expired, and the
optionee must do the following:
(a)
Pay
the option exercise price.
The
optionee must pay the option exercise price. The optionee shall be informed
of
the acceptable form and method of payment at or before the time the optionee
informs KO of his or her intention to exercise the option. The acceptable forms
and methods of payment of the option exercise price may include payment in
cash,
pursuant to a cashless exercise authorized by KO, or by delivery, through
attestation, of shares of KO common stock owned by the optionee. Not all forms
and methods of payment are available in every country. The value of the shares
delivered to pay the option exercise price shall be computed on the basis of
the
most recent reported market price at which a share of KO common stock shall
have
been sold prior to the time of processing the optionee's election to deliver
shares in payment of the option exercise price, as reported on the New York
Stock Exchange Composite Transactions listing.
(b)
Complete all paperwork. The optionee must complete, sign and
return any paperwork required by KO or by Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx &
Xxxxx ("Xxxxxxx Xxxxx"), or such other agent as may administer the option
program on behalf of KO from time to time.
(c)
Pay
applicable taxes and fees.
The
options are not intended to be, and shall not be treated as, incentive stock
options, as defined in Section 422 of the Internal Revenue Code of 1986, as
amended.
The optionee must satisfy any tax withholding requirements regarding any
applicable taxes. If the optionee is a U.S. taxpayer, he or she may elect to
satisfy Federal, state and local income tax liabilities due by reason of the
exercise by having shares of KO common stock withheld. The value of withheld
shares shall be computed as described in paragraph 2(a) above.
The optionee agrees
that, should KO or any Related Company in its reasonable judgment determine
that
tax
withholding is
required upon exercise of the options, and if the optionee has not satisfied
such tax obligation(s),
then KO may instruct Xxxxxxx Xxxxx to withhold and/or sell shares of KO common
stock acquired by the optionee
upon exercise of his or her options, or KO may deduct funds equal to the amount
of withholding tax (such amount
to be determined by XX) from the optionee's salary or other funds due to the
optionee from KO.
Irrespective of KO’s or a Majority Owned Related Company’s action or inaction
with respect to taxes or tax withholding, the optionee acknowledges and agrees
that the ultimate liability for any and all taxes is and remains the
responsibility and liability of the optionee or the optionee’s estate. For
optionees who are International Service Associates, all taxes remain the
optionee’s responsibility, except as expressly provided in KO’s International
Service Policy and/or tax equalization program. Optionee acknowledges that
KO
and any Related Company (i) make no representations or undertaking regarding
the
amount or timing of any taxes, and (ii) do not commit to structure the terms
of
the option or any aspect of the transfer of the shares to reduce or eliminate
the optionee's liability for taxes.
The
optionee agrees to pay to Xxxxxxx Xxxxx any costs associated with the sale
of
shares of KO common stock acquired upon exercise of the options (whether such
shares are sold to pay the option exercise price, to satisfy tax withholding
requirements or for other reasons).
For
employees in Switzerland, the optionee agrees that the taxation of the options
will occur at the time the options are exercised.
(d)
Right
of set-off.
By
accepting this Agreement, the optionee agrees that, should KO or any Related
Company in its reasonable judgment determine that optionee owes KO, any Related
Company or any affiliate any amount due to any loan, note, obligation or
indebtedness, including but not limited to amounts owed to KO pursuant to KO’s
tax equalization program or KO’s policies with respect to travel and business
expenses, and if the optionee has not satisfied such obligation(s), then KO
may
instruct Xxxxxxx Xxxxx to withhold and/or sell shares of KO common stock
acquired by the optionee upon exercise of his or her options, or KO may deduct
funds equal to the amount of such obligation from the optionee's salary or
other
funds due to the optionee from KO.
(e)
Comply
with additional restrictions.
The
optionee agrees that the Committee, or its designee, may, in the exercise of
its
sole and absolute discretion at or before the time the optionee informs KO
of
his or her intention to exercise the option, establish any additional conditions
or restrictions with respect to the exercise of the option, including, but
not
limited to, restrictions on the acceptable form or method of payment of the
option exercise price and restrictions for failing
to promptly submit to KO, any Related Company or any affiliate thereof, a tax
organizer, or such other tax-related documents reasonably requested by KO or
optionee’s employer, pursuant to KO’s tax equalization program (if optionee is a
participant in such program). The optionee shall be informed of such
restrictions. The optionee agrees to comply with any such additional conditions
or restrictions.
3.
Options
are not transferable. The
optionee may not transfer the options; provided that upon the optionee's
death
the
options may be transferred by will or by the laws of descent and distribution.
During the lifetime of the optionee, the
options shall be exercisable only by the optionee personally or, in the event
of
the optionee's Disability if a legal
representative has been appointed to act on behalf of the optionee, then by
the
optionee's legal representative.
4.
Forfeiture
of options and option gain. In
the
event optionee shall engage in a “Prohibited Activity” (as defined
on
Schedule A hereto), at any time during the term of the options, or within
one year after termination of optionee’s
employment from KO or any Related Company, or within one year after exercise
of
all or any portion of the options,
whichever occurs latest, this option shall be rescinded and, if applicable,
any
gain associated with any exercise of this
option shall be forfeited and repaid to KO. Accordingly, if the optionee engages
in a Prohibited Activity, then:
(a)
as of the date that the optionee participates in such Prohibited Activity,
all
unexercised portions of this option immediately and automatically shall
terminate, be forfeited, and shall cease to be exercisable (unless such option
has been terminated sooner by operation of another term or condition of the
Plan
or this Agreement); and
(b)
within ten days after receiving from KO written notice of the termination of
this option, the optionee shall pay to KO any and all gains associated with
the
exercise of all or any portion of this option, plus interest calculated from
the
time of such notice through the date of repayment to KO. The gain associated
with the exercise of any portion of this option shall be the closing price
per
share on the date of the exercise thereof, as reported on the New York Stock
Exchange Composite Transactions listing, less the option exercise price per
share shown above, multiplied by the number of options exercised. Interest
shall
be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
Optionee
may be released from the effects of this Section 4 if the Committee determines
in its sole discretion that such
action
is
in the best interest
of KO and its stockholders.
Optionee
expressly acknowledges and affirms that the foregoing provisions of this Section
4 are material and important terms of this Agreement, and optionee expressly
agrees that if all or any part or application of the foregoing provisions of
this Section 4 are held or determined to be invalid or unenforceable for any
reason whatsoever by a court of competent jurisdiction in an action between
optionee and KO, KO shall be entitled to receive from optionee, in exchange
for
the exercise price per share shown above, all shares of KO common stock acquired
by optionee upon exercise of any portion of the option and held by optionee.
If
optionee has sold, transferred or otherwise disposed of any shares of KO common
stock acquired by optionee upon exercise of any portion of the option, KO shall
be entitled to receive from optionee the gain associated with such sale,
transfer or disposal, plus interest calculated through the date of payment
to
KO. The gain associated with the sale, transfer or other disposal of any share
of KO common stock acquired by optionee upon exercise of any portion of the
option shall be the closing price per share on the date of such sale, transfer
or disposal, as reported on the New York Stock Exchange Composite Transactions
listing, less the option exercise price per share shown above, multiplied by
the
number of shares of KO common stock sold, transferred or disposed of. Interest
shall be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
5.
Notices. Each
notice relating to the option or its exercise shall be in writing. Requests
and
other notices regarding the
exercise of options shall be delivered (whether by overnight delivery or by
mail) as follows:
Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx at Xxxxxxx Xxxxx Group Employee
Services
Attention:
The Coca-Cola Company Stock Option Plan Unit
0000
Xxxxxxx Xxxxx Xxxxx
Mail
Stop
04-BS-PRO
Pennington,
New Jersey 08534, USA
All
notices to KO shall be addressed as follows: Director,
Executive Compensation
The
Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313, USA
All
notices to the optionee shall be addressed to the principal address of the
optionee on file with KO. Either KO or the
optionee
may designate a different address by written notice to the other. Written notice
to these addresses shall be
effective
to bind KO, the optionee and the optionee's successors and assigns.
6.
Administrative
matters. The
optionee hereby agrees that 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 this Agreement and the options, shall
be final and conclusive for all purposes
and upon all persons including, but without limitation, KO, the Related
Companies, the Committee, the KO Board of
Directors, officers and the affected employees of KO, and the optionees and
their respective successors in interest.
When the issuance or transfer of KO common stock pursuant to the exercise of
an
option may, in the opinion of KO,
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction,
KO
reserves the right to refuse to issue or transfer that KO common
stock.
7.
Consent
for accumulation and transfer of data. The
optionee consents to the accumulation and transfer of data concerning
him or her and the options to and from KO and Xxxxxxx Xxxxx, or such other
agent
as may administer the option program
on behalf of KO from time to time. In addition, the optionee understands that
KO
holds certain personal information about
the optionee, 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 options awarded, vested,
unvested, or expired (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 optionee. The optionee hereby provides explicit consent
to KO to process any such personal
data and sensitive personal data. The optionee also hereby provides explicit
consent to KO to transfer any such personal
data and sensitive personal data outside the country in which the optionee
is
employed, and to the United States. The
legal persons for whom such personal data are intended are XX, Xxxxxxx Xxxxx
and
any company providing services to KO
in connection with compensation planning purposes or the administration of
the
Plan.
8.
Additional
consents.
The
optionee consents and acknowledges that:
(a) the
Plan
is discretionary in nature, and KO can amend, cancel or terminate it at any
time;
(b) the
grant
of options under the Plan is voluntary and occasional and does not create any
contractual or other right to receive future grants of any options, or benefits
in lieu of any options, even if options 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 options shall be granted, the option price, and
the
time or times when each right shall be exercisable, will be at the sole
discretion of the Committee;
(d) participation
in the Plan is voluntary and may be occasional;
(e) the
value
of the options is an extraordinary item of compensation, which is outside the
scope of the optionee’s employment contract, if any;
(f) the
options or any income derived therefrom are 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) except
as
is otherwise explicitly provided in this Agreement and the Plan, non-vested
options are forfeited immediately following termination of employment for any
reason, and vested options expire the earlier of: a) six months following
termination of employment for any reason, and b) the expiration date noted
in
the option;
(h) in
the
event of involuntary termination of the optionee’s employment, the optionee’s
eligibility to receive options under the Plan, if any, will terminate effective
as of the date that the optionee is no longer actively employed regardless
of
any reasonable notice period mandated under local law; furthermore, in the
event
of involuntary termination of employment, the optionee’s ability to exercise
options under the Plan will be measured by the date of termination of the
optionee’s active employment pursuant to the terms of the Plan and will not be
extended by any reasonable notice period mandated under local law;
(i) the
future value of the shares purchased under the Plan is unknown and cannot be
predicted with certainty;
(j) (for
individuals other than employees of KO) the options have been granted to the
optionee 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 XX is his or her employer
or
that he or she has an employment relationship with XX;
(k) no
claim
or entitlement to compensation or damages arises from the termination of the
options or diminution in value of the options or shares purchased under the
Plan, and the optionee irrevocably releases KO and his or her employer, if
different from KO, from any such claim that may arise;
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(l)
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participation
in the Plan shall not create a right to further employment with the
optionee’s employer and shall not
interfere
with the ability of the optionee’s employer to terminate the optionee’s
employment relationship at any time,
with
or without cause;
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(m)
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the
terms of the optionee’s employment with KO do not include the grant of
stock options; and
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(n)
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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 optionee and KO, each and all of
the
other provisions of this Agreement shall remain in full force and
effect.
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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.
10.
Headings.
Paragraph headings are included for convenience and shall not affect the meaning
or interpretation of
this
Agreement.
THE
COCA-COLA COMPANY
By:
The Committee
Authorized
Signature
Using
the Xxxxxxx Xxxxx voice response system or other available means, the optionee
must accept the above options to purchase shares of KO common stock in
accordance with and subject to the terms and conditions of this Agreement and
the Plan, acknowledge that he or she has read this Agreement and the Plan,
and
agree to be bound by this Agreement, the Plan and the actions of the Committee.
If he or she does not do so prior to [ ], then KO may declare the option grant
null and void at any time. Also, in the unfortunate event that death occurs
before this Agreement has been accepted, this option grant will be voided,
which
means the options will terminate automatically and cannot be transferred to
the
optionee's heirs pursuant to the optionee's will or the laws of descent and
distribution.
Schedule
A
Prohibited
Activities
For
purposes of this Agreement, the term “Prohibited Activity” shall include any and
all of the following:
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Non-Disparagement
-
making any statement, written or verbal, in any forum or media, or
taking
any action in
disparagement
of
KO or any Related Company or affiliate thereof, including but not
limited
to negative references
to
KO or its products, services,
corporate policies, or current or former officers or employees, customers,
suppliers,
or
business partners or associates;
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| (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 KO which optionee was
involved with during optionee’s
employment;
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| (c) |
Non-Disclosure
of Trade Secrets - failure
to hold in confidence all Trade Secrets of KO that came into optionee’s
knowledge
during
optionee’s employment by KO 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;
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| (d) |
Non-Disclosure
of Confidential Information - failure
to hold in confidence all Confidential Information of KO that
came
into
optionee’s knowledge during optionee’s employment by KO 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 KO and not generally known
to
the
public or to competitors of KO;
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| (e) |
Return
of Materials - failure
of optionee, in the event of optionee’s termination of employment for any
reason,
promptly
to deliver
to KO 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
KO's business, whether made or compiled by optionee or furnished
to
optionee
by virtue of optionee’s employment
with KO or a Related Company, or failure promptly to deliver to
KO
all vehicles, computers, credit cards, telephones,
handheld electronic devices, office equipment, and other
property
furnished to optionee by virtue of optionee’s
employment with KO or a Related
Company;
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| (f) |
Non-Compete
- rendering
services for any organization which, or engaging directly or indirectly
in
any business
which,
in the
sole judgment of the Committee or the Chief Executive Officer of
KO or any
senior officer designated by
the
Committee,
is
or becomes competitive with KO;
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| (g) |
Non-Solicitation
-
for the first year following termination of employment, 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
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| (h) |
Violation
of KO Policies -
violating any written policies of KO or optionee’s employer applicable to
optionee,
including
without limitation, KO’s xxxxxxx xxxxxxx
policy.
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Nothing
in this Agreement is intended to or shall be interpreted as diminishing or
otherwise limiting KO’s right under applicable state law or any prior agreement
I have signed or made with KO regarding trade secrets, confidential information,
or intellectual property.
