RESTRICTED STOCK AGREEMENT
EXHIBIT
99.2
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.
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Name
of Recipient:
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XXXXXXXXXX
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Target
Award:
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XX,XXX
Shares
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Relevant
Dates:
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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:
-Highly
Restricted-
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Compound
Annual Growth in Earnings Per Share during the Performance
Period
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Percentage
of Target Award to be Granted
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X%
(Maximum Award)
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X%
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X%
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X% |
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X%
(Target Award)
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X% |
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X%
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X% |
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X%
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X% |
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X%
(Minimum Award)
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X%
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Less
than X%
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0
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The
performance criteria shall be: compound annual growth in earnings per share.
Earnings per share shall be defined as:
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Numerator:
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the
numerator set forth in the definition of diluted earnings per share
under
United States Generally Accepted Accounting Principles (U.S. GAAP)
(Financial Accounting Standard 128 and/or applicable standards and
interpretations in effect for the year), excluding items as defined
below.
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divided
by
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Denominator:
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the
denominator set forth in the definition of diluted earnings per share
under U.S. GAAP (Financial Accounting Standard 128 and/or applicable
standards and interpretations in effect for the year).
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The
calculation of compound annual growth in earnings per share shall be adjusted
for significant structural changes, accounting changes, and
non-recurring charges and gains for the base year and each year of the
Performance Period. [Each year of the Performance Period shall also be adjusted
for the impact of currency exchange from the base year.] Only such
adjustments as are approved and certified by the Audit Committee shall be
taken into account. The Compensation Committee may idecrease but not
increase any award. The intent of these adjustments is to provide a
consistent year-to-year comparison of performance on the specified
measure.
-Highly
Restricted-
2
Compound
annual growth rate in earnings per share shall be rounded to the nearest whole
percentage point.
TERMS
AND CONDITIONS OF THIS AGREEMENT
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(1)
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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.
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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.
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(a)
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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.
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-Highly
Restricted-
3
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(b)
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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).
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(c)
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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.
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(d)
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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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-Highly
Restricted-
4
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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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-Highly
Restricted-
5
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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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-Highly
Restricted-
6
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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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Forfeit
entire award.
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-Highly
Restricted-
7
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(i)
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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.
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(ii)
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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.
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(iii)
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For
purposes of determining “Disability,” the definition of “Disability” as
contained in Section 5(a) of the Plan is replaced with the following
definition:
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“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.
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(iv)
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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:
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-Highly
Restricted-
8
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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.
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(v)
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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.
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(vi)
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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.
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-Highly
Restricted-
9
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(vii)
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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.
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(e)
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The
Recipient shall indicate his or her acceptance of this Agreement
by
signing and returning this Agreement by the Acceptance Date indicated
above.
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(f)
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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 in such manner
as the
Board of Directors of the Company or the Compensation Committee may
deem
appropriate. If any such adjustment shall result in a fractional
share,
such fraction shall be disregarded.
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(g)
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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.
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-Highly
Restricted-
10
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(2)
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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,
Xxx
Xxxx-Xxxx Xxxxx, 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.
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(3)
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Taxes
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(a)
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(b)
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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.
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-Highly
Restricted-
11
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(c)
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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.
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(d)
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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.
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(e)
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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.
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(4)
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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.
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-Highly
Restricted-
12
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(5)
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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.
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Prohibited
Activities are:
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(a)
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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;
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(b)
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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;
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(c)
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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;
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-Highly
Restricted-
13
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(d)
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(e)
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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;
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(f)
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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; or
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(g)
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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.
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(6)
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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.
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-Highly
Restricted-
14
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(7)
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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.
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(8)
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Additional
Consents.
The Recipient consents to and acknowledges that:
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(a)
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the
Plan is discretionary in nature and the Company can amend, cancel
or
terminate it at any time;
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(b)
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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;
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(c)
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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;
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(d)
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participation
in this Plan or program is voluntary;
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(e)
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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;
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-Highly
Restricted-
15
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(f)
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the
Shares, this award, or any income derived therefrom 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;
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(g)
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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;
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(h)
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the
future value of the Shares is unknown and cannot be predicted with
certainty;
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(i)
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(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;
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(j)
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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;
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(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;
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(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
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-Highly
Restricted-
16
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(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.
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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.
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(10)
|
Headings.
Paragraph headings are included for convenience and shall not affect
the
meaning or interpretation of this Agreement.
|
|
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THE
COCA-COLA COMPANY
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BY: THE
COMPENSATION COMMITTEE
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_________________________________
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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:_______________________________
-Highly
Restricted-
17
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.
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Dated:______________________
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_______________________________
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