EXHIBIT 10.12
PERFORMANCE UNIT AGREEMENT
This Agreement, dated as of December 19, 1985, as amended
and restated on October 20, 1988, November 29, 1988, and February
19, 1990, by and between The Coca-Cola Company, a Delaware
Corporation (the "Company") and Xxxxxxx X. Xxxxxxxx, an
individual resident of the State of Georgia (the "Officer").
WHEREAS, the Officer acted in 1985 with singular courage,
wisdom and commitment. After careful study and deliberation, he
made decisions which entailed considerable business risk, the net
result of which has been, and will continue to be, extremely
beneficial to the shareholders of The Coca-Cola Company. In
recognition of this courage and commitment, and positive long-
term impact of his actions, the Compensation Committee of the
Board of Directors of the Company (the "Committee") desires that
the Officer share financially in the benefits of his decisions.
NOW THEREFORE, the parties, intending each to be legally
bound hereby and in consideration of the mutual agreements set
forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, agree as
follows:
1. AWARD OF PERFORMANCE UNITS. The Company hereby awards
to the Officer three hundred sixty thousand (360,000) Performance
Units, the terms and values of which are hereafter described,
subject to the conditions as hereinafter set forth. The Value of
each Performance Unit shall be a dollar amount which shall be the
difference between the Fair Market Value of a share of Common
Stock of the Company on the relevant Calculation Date (as defined
below) and the Base Price which shall be, subject to adjustment
as set forth in Section 5 hereof, $20.625, the price of a share
of Common Stock of the Company on January 2, 1985, adjusted to
reflect a three-for-one stock split in 1986 (such difference
hereinafter referred to as the "Value of the Performance Unit").
Fair Market Value shall mean the closing price of a share of
Common Stock of the Company on the Calculation Date (or the first
preceding trading day if the Calculation Date is not a trading
day) as reported on the New York Stock Exchange-Composite
Transactions listing for such day, or as otherwise determined by
the Committee.
2. CALCULATION DATES FOR THE VALUE OF PERFORMANCE UNIT
AMOUNTS.
(a) DURING THE FIVE YEARS COMMENCING IN 1991.
Annually, commencing in February, 1991, and ending in
February, 1995, the Committee in its sole discretion, may
elect to cause the Company to calculate and pay to the
Officer the Value of up to 72,000 Performance Units and upon
such payment, the Performance Units with respect thereto shall
be canceled and terminated and the Officer shall have no further
rights with respect thereto. If the Committee elects to cause
such payment to be made, the Calculation Date therefor shall be
the third trading day after the public release by the Company of
its summary results of operations for the preceding calendar year.
(b) DEATH OR DISABILITY. If at any time after the
effective date hereof the Officer dies or becomes disabled (as
such disability shall be determined by the Committee), the
Officer, or, in the case of his death, the beneficiary designated
by the Officer 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, shall receive
payment for the Value of the Performance Units which have not
been terminated and canceled as a result of Section 2(a) above
and the Calculation Date therefor shall be as of such date of
death or disability.
(c) RETIREMENT. The Calculation Date for the Value
of all Performance Units which have not been terminated and
canceled as a result of Sections 2(a) and (b) above shall be the
Officer's Effective Retirement Date. "Effective Retirement Date"
is the date on which the Officer's employment terminates 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 the date hereof.
3. PAYMENT DATES. Payment for the Value of the
Performance Units will be made in cash promptly after the
respective Calculation Date or Dates, but in any event no later
than 60 days thereafter.
4. NON-TRANSFERABILITY OF PERFORMANCE UNITS. Performance
Units shall not be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of at any time.
5. ADJUSTMENT IN THE NUMBER OF PERFORMANCE UNITS AWARDED.
In the event there is any change in the Common Stock of the
Company through the declaration of stock dividends, through stock
splits or through recapitalization or merger or consolidation or
combination of shares or otherwise, the Committee shall make such
adjustment, if any, as it may deem appropriate in the number of
Performance Units and the Base Price thereof.
6. ENTIRE AGREEMENT, AMENDMENT, ETC. This document
constitutes the entire agreement between the Officer and the
Company with respect to the Performance Units. This agreement
may not be modified or amended without the prior written consent
of both parties hereto.
7. GOVERNING LAW. This Agreement and all determinations
made and actions taken pursuant hereto shall be governed by the
laws of the State of Georgia and construed in accordance
therewith.
XXXXXXX X. XXXXXXXX THE COCA-COLA COMPANY
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ A. Xxxxx Xxxxx
Title: Executive Vice President
