EXHIBIT 99.2
RESTRICTED STOCK AGREEMENT
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.
Name of Recipient
Target Award: XX,XXX Shares
Relevant Dates: 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:
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Compound Annual Growth in Earnings Per Percentage of Target
Share during the Performance Period Award to be Granted
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%(Maximum Award) 150%
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% 125%
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% (Target Award) 100%
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% 83%
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%(Minimum Award) 66%
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Less than % 0
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The performance criteria shall be: compound annual growth in earnings per share.
Earnings per share shall be defined as:
Numerator: 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.
divided by
Denominator: 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).
The calculation of compound annual growth in earnings per share shall be
adjusted for significant structural changes, accounting changes, and other
operating and non-operating charges and gains disclosed separately in the
year-end earnings release or other Company public communications for the base
year and each year of the Performance Period. The intent of this adjustment is
to provide a consistent year-to-year comparison of performance on the specified
measure.
Compound annual growth rate in earnings per share shall be rounded to the
nearest whole percentage point.
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TERMS AND CONDITIONS OF THIS AGREEMENT
(1) 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.
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.
(a) 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)(c). 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.
(b) 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)(c).
(c) 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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------------------ ---------------------------------------- ------------------------------------------- -------------------------
During the Performance Period Between the end of the Performance Period Between the Grant Date
and the Grant Date and the Release Date
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Death - The Performance Period shall - If the Performance Criteria have Shares granted will be
be shortened to the beginning of not been met, there shall be no released within 90 days
the original Performance Period award. following the Recipient's
through the end of the year of - If the Performance Criteria are death.
death. met, instead of an award of Shares,
- If the Performance Criteria the Recipient's estate shall be paid
are met during the shortened a cash amount equal to the value of
Performance Period, instead of an the Shares that would have been
award of Shares, the Recipient's awarded on the Grant Date. The
estate shall be paid a cash value shall be determined as of the
amount equal to the value of the later of the Grant Date or the date
Shares that would have been of death.
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.
Disability - The Performance Period - If the Performance Criteria have Shares granted will be
continues. not been met, there shall be no released within 90 days
- At the end of the Performance award. following the Recipient's
Period, there will be no Award - If the Performance Criteria are met, disability.
unless, and to the extent that, instead of an award of Shares, the
the Performance Criteria are met. Recipient shall be paid a cash amount
- If the Performance Criteria equal to the value of the Shares that
are met, instead of an award of would have been awarded, with the
Shares, the Recipient shall be value determined as of the Grant Date.
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.
Retirement - A grant of the target number - If the Performance Criteria have Shares granted will be
of Shares will be made 30 days not yet been certified, a grant of released within 90 days
prior to the Recipient's the target number of Shares will be following the
Retirement date (or on the made 30 days prior to the Recipient's Retirement
closest business day thereto). Recipient's Retirement date (or on date.
The Shares will remain subject to the closest business day thereto).
forfeiture for the remainder of The Shares will remain subject to
the Performance Period. forfeiture until the Performance
- At the end of the Performance Criteria are certified.
Period, the applicable number of - Once the Performance Criteria
Shares shall be released if, and are certified, the applicable number
to the extent that, the of Shares shall be released if, and
Performance Criteria are met. to the extent that, the Performance
- Recipient must notify Board Criteria are met. Any nonforfeited
of Directors of intent to retire Shares shall be released within 90
90 days prior to retirement. days following the date the
Performance Criteria are certified.
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Transfer to a - The Performance Period and - If the Performance Criteria have - Vesting Period
Related Company Vesting Period continues. not been met, there shall be no continues.
- At the end of the Performance award. - Shares granted
Period, there will be no Award - If the Performance Criteria are will be released
unless, and to the extent that, met, the Vesting Period continues. on the Release
the Performance Criteria are met. Provided that the Recipient Date, provided all
- If the Performance Criteria continues to be employed by a other terms and
are met, instead of an award of Related Company until the Release conditions are
Shares, the Recipient shall be Date, instead of an award of Shares, satisfied and
paid a cash amount equal to the the Recipient shall be paid a cash Recipient
value of the Shares that would amount equal to the value of the continues to be
have been awarded, prorated as Shares that would have been awarded, employed by a
described below, paid on the with the value determined as of the Related Company
Release Date, with the value Release Date. until the Release
determined as of the Release Date. Date.
In order to receive any payment,
the Recipient must continue to be
employed by a Related Company
until the Release Date.
Voluntary Forfeit entire award Forfeit entire award Forfeit entire award
resignation or
Termination for
Cause
(i) Where a cash payment is 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 soon as
administratively feasible.
(ii) 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, or Retirement) and the denominator being
the number of months in the Performance Period.
(iii) For purposes of determining "Disability," the definition of
"Disability" as contained in Section 5(a) of the Plan is
replaced with the following definition:
"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
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term disability plan which hereafter may be maintained by the
Company.
(iv) "Cause" shall mean termination of employment by the Company or
a Related Company which is based on a violation of the
Company's Code of Business Conduct or any other policy of the
Company or its Related Company, or for gross misconduct.
(v) 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:
"Retirement" means an employee's termination of employment on a
date which is on or after the Recipient attains age 55 and has
completed at least five years of service (service being defined
as Years of Vesting Service under the Company's Employee
Retirement Plan (the "ERP"), whether or not the employee is
covered by the ERP). Notwithstanding the above, if an employee
receiving serial severance benefits would have been eligible
for Retirement as defined above had the employee continued his
employment for a period equal to the period of the severance
benefits, the employee will be deemed retired under this plan
as of the date severance benefits begin.
For purposes of 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.
(vi) 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.
(vii) 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
providing a cash payment, releasing Shares at an earlier date
or modifying the Performance Period with respect to such
Recipient.
(d) 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
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stockholder of the Company, including the right to vote the Shares
and to receive all distributions and dividends paid with respect to
the Shares.
(e) The Recipient shall indicate his or her acceptance of this Agreement
by signing and returning this Agreement by the Acceptance Date
indicated above.
(f) 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.
(g) 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.
(2) 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.
(3) Taxes.
(a) The Company or a Related Company will assess the requirements
regarding federal, state and/or local taxes, social insurance, and
payroll tax withholding obligations (the "Taxes") in connection with
the Shares awarded under this Agreement, including the presentation of
this Agreement, the Recipient's acceptance of this Agreement, the
determination of the Performance Criteria during the Performance
Period, the award of the restricted Shares on the Grant Date or an
alternate Grant Date, the release of the Shares, any cash payment
awarded under this Agreement, or the subsequent disposition or
transfer of the Shares (the "Potential Tax Events"). The Recipient
acknowledges that these requirements may change from time to time as
laws or interpretations change.
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(b) 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.
(c) 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.
(4) 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.
(5) 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.
Prohibited Activities are:
(a) Non-Disparagement - making any statement, written or verbal, in any
forum or media, or taking any action in disparagement of the Companyor
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;
(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
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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;
(c) 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;
(d) Non-Disclosure of Confidential Information - failure to hold in
confidence all Confidential Information 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 such
Confidential Information, where the term "Confidential Information"
means any data or information, other than Trade Secrets, that is
valuable to the Company and not generally known to the public or to
competitors of the Company;
(e) 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;
(f) 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;
(g) Non-Solicitation - for the first six months 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 Recipient had professional
interaction during the last twelve months of optionee's employment
with KO; or
(h) 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) 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.
(7) 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.
(8) Additional Consents. The Recipient consents to and acknowledges that:
(a) the Plan is discretionary in nature and the Company can amend, cancel
or terminate it at any time;
(b) 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;
(c) 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;
(d) participation in this Plan or program is voluntary and may be
occasional;
(e) 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;
(f) 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-
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service awards, life or accident insurance benefits, pension or
retirement benefits or similar payments;
(g) the future value of the Shares is unknown and cannot be predicted with
certainty;
(h) (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;
(i) 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;
(j) 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;
(k) 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
(l) 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.
(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 COMPENSATION COMMITTEE
---------------------------------------
Authorized Signature
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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.
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Recipient ___________________________
Date:_______________________________
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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.
Dated:______________________
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