Exhibit 10.1


 


THE COCA-COLA COMPANY


1989 RESTRICTED STOCK AWARD PLAN


RESTRICTED STOCK AWARD AGREEMENT


 


The
Coca-Cola Company (the “Company”) hereby awards to the employee named below
(the “Recipient”) 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 together with the provisions of the 1989
Restricted Stock Award Plan (the “Plan”) of the Company, which Plan is
incorporated herein by reference:


 


Name
of Recipient:


 


Number
of Shares Awarded:


 


Relevant
Dates:  The following dates are
applicable for this Agreement:


 


	
  Award Date

  	
   

  
	
   

  	
   

  
	
  Acceptance Date

  	
   

  
	
   

  	
   

  
	
  [Performance Period]

  (where applicable)

  	
   

  
	
   

  	
   

  
	
  Release Date

  	
   

  



 


[Performance
Criteria (where applicable):  The
following performance criteria must be met for an award of Shares to be
released under this Agreement.


 


The
performance criteria shall be: [Performance Criteria per Section 5(d) of
the Plan].


 


[Definition of Performance Criteria]


 


The
calculation of [Performance Criteria] shall be
adjusted for [indicate adjustments if any].  The intent of this
adjustment is to provide a consistent year-to-year comparison of performance on
the specified measure.


 


[Performance Criteria]
shall be rounded to [rounding rule].


 


TERMS AND CONDITIONS OF THIS AGREEMENT


 


(1)                                  The Shares awarded hereby shall be issued
in the name of the Recipient, and delivered to the Recipient as soon as
administratively feasible following the Release 


 


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Date, subject to the following terms and
conditions.  If the Recipient is resident
outside of the United States on the Award Date, the Compensation Committee (or
its designee), in its sole discretion, may award restricted stock units that
settle in shares at the Release Date. 
Such restricted stock units shall entitle the Recipient to 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.


 


(a)                                  Conditions for
Release of the Award.  Except as
provided in paragraph (1)(b), the Shares shall be released on the Release Date
only if both of the following conditions are met:  i) the Recipient is continuously employed by
the Company or a Related Company from the Award Date until the Release Date and
[(where applicable) ii) the Performance Criteria defined above are satisfied.
The Controller of the Company and the Compensation Committee shall certify
whether the Performance Criteria have been achieved. ]


 


(b)                                 Death or
Disability.  In the
event of Recipient’s death, the Shares shall be released to the Recipient’s
estate as soon as administratively practicable after death.  In the event of Recipient’s Disability, the
Shares shall be released to the Recipient as soon as administratively feasible
following the determination of Disability.


 


(c)                                  Between the Award 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 Award 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.


 


(d)           The Recipient shall indicate his or her
acceptance of this Agreement by signing and returning this Agreement by the
Acceptance Date indicated above.


 


(e)                                  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 of the Board of Directors may deem
appropriate.  If any such adjustment
shall result in a fractional share, such fraction shall be disregarded.


 


(f)                                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 


 


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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, One
Coca-Cola Plaza, Atlanta, Georgia 30313. 
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, if
applicable, the award of the restricted Shares on the Award Date or an
alternate Award 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.


 


(b)                                 When the Company determines,
in its sole discretion, that Taxes are due upon a Potential Tax Event, the
Recipient shall 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 payment
of cash or 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.   


 


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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 the agreement, or
within one year after termination of Recipient’s employment from the Company (“KO”)
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 KO.


 


Prohibited Activities are:


 


(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 Recipient was involved with during Recipient’s
employment;


 


(c)                Non-Disclosure of Trade Secrets –
failure to hold
in confidence all Trade Secrets of KO that came into Recipient’s knowledge
during Recipient’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) 


 


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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
Recipient’s knowledge during Recipient’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 Recipient, in the event of
Recipient’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 Recipient or furnished to Recipient by
virtue of Recipient’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
Recipient by virtue of Recipient’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 Compensation Committee or the Chief Executive Officer of KO or
any senior officer designated by the Company, is or becomes competitive with
KO; or


 


(g)               Violation of KO Policies – violating any written policies of KO or
Recipient’s employer applicable to Recipient, including without limitation KO’s
insider trading policy.


 


(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 


 


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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;


 


(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-service awards,
life or accident insurance benefits, pension or retirement benefits or similar
payments;


 


(g)     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;


 


(h)         the future value of the Shares is unknown
and cannot be predicted with certainty;


 


(i)             (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)             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;


 


(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; and


 


(l)             The Plan and the 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.


 


(9)   Governing Law.  This
Agreement has been made in and shall be construed under and in accordance with
the laws of the State of Delaware, 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

  



 


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:

  	
   

  	
   

  



 


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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 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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