Contract
EXHIBIT
99.2
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"):
|
optionee's
name:
|
|
number
of options granted, each for one share of KO common stock:
|
|
option
exercise price per share:
$
|
|
option
grant date:
|
|
option
expiration date:
|
|
vesting
period:
|
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.
|
(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, or as
described
in Section 1(a)(vi).
|
|
(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.
|
| (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.
|
| (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.
|
| (vi) |
Notwithstanding
any provision to the contrary in the Plan or in this Agreement, in
the
event of the optionee’s Retirement all options will vest. Any portion(s)
of the option which is not vested as of the effective date of the
optionee’s Retirement will become immediately vested but will become
exercisable only following the date(s) on which such portion(s) would
have
become vested pursuant to the Plan and this Agreement had the optionee
not
retired and had continued active employment with KO. Such accelerated
portions(s) shall remain exercisable until the option expires. Any
portion(s) of the option which is vested prior to the effective date
of
the optionee’s Retirement will remain available for immediate exercise
until the option expires.
|
(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 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
KO) 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
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.
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.
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;
|
(l)
|
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;
|
|
(m)
|
the
terms of the optionee’s employment with KO do not include the grant of
stock options; and
|
|
(n)
|
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.
|
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 _______,
20__, 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:
| (a) |
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;
|
| (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;
|
| (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;
|
| (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;
|
| (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;
|
| (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;
|
| (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
|
| (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.
|
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.
