EXHIBIT 10.14
RESTRICTED STOCK AGREEMENT
Agreement made this 4th day of August, 1982, as amended
and restated on November 1, l983, February 18, 1987, November 30,
1988, and February 19, 1990, by and between The Coca-Cola
Company, a Delaware corporation (the "Company"), and Xxxxxxx X.
Xxxxxxxx of Atlanta, Georgia (the "Executive"):
WHEREAS, Executive is Chairman of the Board and Chief
Executive Officer of the Company and has for many years held
executive positions with the Company or a subsidiary of the
Company; and
WHEREAS, the Company has determined that it is in the
best interests of the Company and its stockholders to ensure that
the Chief Executive Officer of the Company has a significant
ownership interest in the Company;
NOW, THEREFORE, in order to effectuate their mutual
desires, purposes and intentions, the Company and the Executive
agree as follows:
1. Subject to the provisions of this Agreement, the Company
will cause to be issued in the name of the Executive Eighteen
Thousand (18,000) shares of Common Stock, par value $1, ("Stock")
(54,000 as adjusted for the three for one stock split on June 16,
1986), of the Company (the "Restricted Shares").
2. The Restricted Shares shall be initially delivered to the
Company, and the Company shall thereafter deliver the Restricted
Shares to the Executive upon the terms and conditions hereinafter
set forth.
The Restricted Shares will be delivered to the Executive,
or, in the case of his death, the beneficiary designated by the
Executive in a letter to the Company, or, if such beneficiary
is deceased or if no beneficiary has been designated, the
executor or administrator of his estate, on the business day
(the "Delivery Date") following the date on which the Executive
"retires", as hereinafter defined, from employment with the
Company or a subsidiary of the Company or becomes permanently
disabled or dies or the date on which a "Change in Control"
occurs. "Retires" means the Executive's voluntarily leaving
the employ of the Company or a subsidiary of the Company on a
date on which he is eligible for an immediately payable benefit
pursuant to the Company's Supplemental Retirement Plan as in
effect on November 20, 1988. A "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 promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act") as in effect on November 15, 1988, 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 Exchange Act), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) directly
or indirectly, of securities representing 20% or more of the
combined voting power for election of directors of the then
outstanding securities of the Company or any successor of the
Company; (ii) during any period of two consecutive years or less,
individuals who at the beginning of such period constituted the
Board of Directors of the Company cease, for any reason, to
constitute at least a majority of the Board of Directors, unless
the election or nomination for election of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the
period; (iii) the shareholders of the Company approve any merger
or consolidation as a result of which the Stock shall be changed,
converted or exchanged (other than a merger with a wholly-owned
subsidiary of the Company) or any liquidation of the Company or
any sale or other disposition of 50% or more of the assets or
earning power of the Company; or (iv) the shareholders of the
Company approve any merger or consolidation to which the Company
is a party as a result of which the persons who were shareholders
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 time
as a Change in Control would otherwise be deemed to have
occurred, the Board of Directors determines otherwise.
3. The Restricted Shares shall only be delivered to the
Executive, or, in the case of his death, the beneficiary
designated by the Executive in a letter to the Company, or, if
such beneficiary is deceased or if no beneficiary has been
designated, the executor or administrator of his estate, on the
Delivery Date if the Executive, on the day on which he retires
from employment with the Company or a subsidiary of the Company
or becomes permanently disabled or dies, or upon a Change in
Control, is, and has continuously been since August 4, 1982,
employed by the Company or a subsidiary of the Company.
4. Until the Restricted Shares are delivered in accordance
with the terms hereof, such shares shall not be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of. The
restrictions on disposition of such shares as set forth in
paragraphs 2, 3 and 4 are hereinafter referred to as the
"Restrictions."
5. Until the Restricted Shares are delivered in accordance
with the terms hereof, each certificate representing the
Restricted Shares shall have imprinted or stamped thereon an
appropriate legend describing the Restrictions contained in this
Agreement with respect to the Restricted Shares. The Executive
shall deposit with the Company stock powers or other instruments
of transfer, appropriately endorsed in blank, corresponding to
each certificate for Restricted Shares.
6. Except for the Restrictions on the Restricted Shares,
from the date of this Agreement, the Executive shall, with
respect to all the Restricted Shares, have all the rights of a
stockholder of the Company, including the right to vote the
Restricted Shares and to receive all dividends and other
distributions paid with respect to such shares. In the event
that the Restricted 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 Restricted Shares shall be appropriately adjusted to
reflect such change. If any such adjustment shall result in a
fractional share, such fraction shall be disregarded.
7. Upon the death, disability or retirement of the
Executive, or upon a Change in Control, the Restrictions shall
lapse.
8. In the event that the Executive shall cease to be
employed by the Company for any reason other than death,
disability or retirement prior to a Change in Control or shall
attempt to dispose of any Restricted Shares in violation of the
provisions of paragraph 4, the Restricted Shares shall
immediately be transferred back to and become the property of the
Company.
9. On the business day following the Delivery Date, the
Company shall pay the Executive, or, in the case of his death,
the beneficiary designated by the Executive in a letter to the
Company, or, if such beneficiary is deceased or if no beneficiary
has been designated, the executor or administrator of his estate,
cash in an amount not in excess of the Federal, state and local
taxes arising as a result of the fair market value of such
Restricted Shares and the cash amount being included in income
for Federal, state and local income tax purposes. Any such
amount shall be reduced by any taxes required to be withheld with
respect to the Restricted Shares and such cash amount. The fair
market value of such Restricted Shares shall be the average of
the high and low trading prices for the Common Stock of the
Company on The New York Stock Exchange, as reported in the
consolidated transaction reporting system on the Delivery Date,
or, if such Common Stock was not traded on that date, the most
recent previous date on which such Common Stock was traded.
10. Nothing in this Agreement shall be construed to
constitute or be evidence of an agreement or understanding,
express or implied, on the part of the Company to employ or
retain the Executive for any specific period of time.
11. If the Delivery Date falls on a weekend or a legal
holiday, the delivery of Restricted Shares pursuant to
paragraph 2 and the payment of cash pursuant to paragraph 9 shall
be made on the next succeeding business day.
IN WITNESS WHEREOF, the undersigned have each caused this
Agreement, as amended, to be executed on their respective
behalfs, as of the 19 day of February, 1990.
THE COCA-COLA COMPANY
By: /s/ A. Xxxxx Xxxxx
A. Xxxxx Xxxxx
Executive Vice President
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
