Exhibit 10.2


 


FORM – 2010 GENERAL POPULATION


 


PERFORMANCE
SHARE AGREEMENT

The Coca-Cola Company 1989 Restricted Stock Award Plan


 


The
Coca-Cola Company (the “Company”) hereby agrees to award to the recipient 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. 
The Shares awarded will be released to the Recipient on the date set
forth below (“Release Date”) if the conditions described in this Agreement are
satisfied.  Such award will be made under
the terms of The Coca-Cola Company 1989 Restricted Stock Award Plan (the “Plan”),
as amended.


 


	
  Name of Recipient:

  	
  XXXXXXXXXX

  
	
   

  	
   

  
	
  Target Award:

  	
  XXXXXX
  Shares

  
	
   

  	
   

  
	
  Award Date:

  	
  XXXXXX,
  XX, XXXX

  



 


The
following dates are applicable for this Agreement:


 


	
  Performance Period

  	
  XXXXXXX
  – XXXXXX

  
	
   

  	
   

  
	
  Holding Period

  	
  XXXXXXX-
  XXXXXX

  
	
   

  	
   

  
	
  Performance Certification Date

  	
  XXXX,
  on the date of the Compensation Committee meeting

  
	
   

  	
   

  
	
  Release Date

  	
  XXXXXX,
  XX, XXXX

  



 


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 shall be determined from the Target Award and the following
schedule:


 




	
  [Performance
  Criteria]

  	
   

  	
  Percentage of Target Award

  to be Granted

  	
   

  
	
  X% (Maximum Award)

  	
   

  	
  XXX%

  	
   

  
	
  X% (Target Award)

  	
   

  	
  XXX%

  	
   

  
	
  X% (Minimum Award)

  	
   

  	
  XX%

  	
   

  
	
  Less than X%

  	
   

  	
  0

  	
   

  






 

















 


The
Performance Criteria shall be: 
[DEFINITION OF PERFORMANCE CRITERIA AND ADJUSTMENT RULES, IF ANY]


 


TERMS AND CONDITIONS OF THIS AGREEMENT


 


(1)                                 General
Conditions.  If all of
the conditions set forth in this Agreement are satisfied, the Shares will be
released to the Recipient on the Release Date. 
Capitalized terms in this Agreement refer to defined terms in the Plan,
except as otherwise defined herein.  If
these conditions are not satisfied, the Award shall be forfeited, in whole or
in part.


 


(a)                                  Continuous
Employment.  The
Recipient must be continuously employed by the Company or a Related Company
from the date of this Agreement through the Release Date for Shares to be
issued and released, except as provided in Section 3 or except as
expressly required by local law.


 


(b)                                 Performance
Conditions.  The Shares
shall be issued 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.  If the
minimum performance is not met, no Shares shall be issued and the award shall
be forfeited.


 


(2)                                 Shares,
Dividends and Voting Rights. 
As soon as administratively feasible after the Performance
Certification Date, the number of Shares earned based on the Performance
Criteria shall be issued to the Recipient, but shall remain restricted and
subject to forfeiture until the Release Date, except as provided in Section 3
below.  For certain Recipients for which
the issuance of Shares at the Performance Certification Date would create
adverse regulatory, tax, or legal consequences (determined in the discretion of
the Company or a Related Company), Shares shall not be issued until just prior
to the Release Date.  In such a case, the
Recipient shall be deemed to have share units equal to the number of Shares
earned for the period between the Performance Certification Date and the date
Shares are issued.  Except as provided in
Section 3 below, all Awards shall be settled in shares of Company stock.


 


The
Recipient shall not receive any dividend or dividend equivalent payments during
the Performance Period.  Between the
Performance Certification Date and the Release Date, Recipients shall be
entitled to dividends on Shares at the same rate and paid at the same time as
other shareowners.  For Recipients
described above who are not issued Shares until just prior to the Release Date,
such Recipients shall receive a cash payment equal to the dividend that would
have been paid on an equal number of Shares for the period between the
Performance Certification Date and the Release Date.


 


The
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 prior to the date Shares are issued.  Between the date shares are issued 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, when Shares are
issued, the Recipient shall, with respect to 


 


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the
Shares, have all the rights of a shareowner of the Company, including the right
to vote the Shares and to receive all distributions and dividends paid with
respect to the Shares.


 


(3)                                 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 result depending on the reason for the Recipient’s separation from the
Company and the timing of the event.


 


	
   

  	
   

  	
  During the Performance Period

  	
   

  	
  During the Holding Period

  
	
  Death

  	
   

  	
  ·      The Performance Period shall be shortened to the
  beginning of the original Performance Period through the end of the year
  prior to 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 earned based upon performance during the shortened period. If
  death occurs in the first year of the Performance Period, performance will be
  deemed to be at the target level. The value shall be determined based on the
  closing price of the Shares on the date of the Recipient’s death and shall be
  paid within 90 days of the Recipient’s death.

  	
   

  	
  ·      If Shares have been issued, the Shares shall be
  released to the Recipient’s estate within 90 days of the Recipient’s death.

  ·      If Shares have not been issued, the Recipient’s
  estate shall be paid a cash amount equal to the value of the Shares earned.
  The value shall be determined based on the closing price of the Shares on the
  date of the Recipient’s death and shall be paid within 90 days of the
  Recipient’s death.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  ·      Performance Period continues.

  ·      After the performance is certified, the number of
  Shares earned are issued and released within 90 days of the Performance
  Certification Date.

  	
   

  	
  ·      Issue and/or release Shares within 90 days of
  Disability.

   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
  ·      Awards held less than 12 months from the date of
  Award are forfeited.

  ·      For Awards held at least 12 months, the
  Performance Period continues.

  ·      After the performance is certified, the number of
  Shares earned are issued and released within 90 days of the Performance
  Certification Date. If required by Section 409A of the Internal Revenue
  Code, Shares may not be released to specified employees until at least six
  months following Retirement.

  	
   

  	
  ·      Issue and/or release Shares within 90 days of
  Retirement. If required by Section 409A of the Internal Revenue Code,
  Shares may not be released to specified employees until at least six months
  following Retirement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company-Initiated
  Transfer to a Related Company

  	
   

  	
  ·      Performance Period continues.

  ·      After the performance is certified, the number of
  Shares earned are issued and released within 90 days of the Performance
  Certification Date.

  	
   

  	
  ·      Holding Period continues.

  ·      If all requirements met, Shares are released on
  the Release Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
  ·      Target number of Shares are issued and released
  just prior to Change in Control

  	
   

  	
  ·      Number of Shares earned are issued and/or released
  just prior to Change in Control

  



 


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(a)  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 an
individual 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 or a Related Company, provided
that the Recipient is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve months.


 


(b)  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 60 and
has completed at least ten 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.


 


(c)  If a Recipient dies, the provisions for death shall
apply whether or not the Recipient is eligible for Retirement.  If the Recipient is eligible for Retirement
at the time of separation, the Retirement provisions shall apply instead of any
other potential reason for separation, other than death.


 


(4)                                 Acceptance
of Agreement.  The
Recipient shall indicate his or her acceptance of this Agreement in the method
directed by the Company.  When Shares are
issued, the Recipient must also execute a Stock Power in the form provided by
the Company.


 


(5)                             Stock
Splits and Other Adjustments.  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. If any such adjustment
shall result in a fractional share, such fraction shall be disregarded.


 


(6)                                 Notices.  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.


 


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(7)                                 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.  The Recipient
acknowledges that these requirements may change from time to time as laws or
interpretations change.


 


(b) 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 retention of Shares or by requiring the sale of
Shares.  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 covered by another international service policy, 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 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.


 


(8)                           Compensation
Committee.  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.


 


(9)                           Prohibited
Activities.  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 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;


 


(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 – 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 Recipient’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 insider trading policy.


 


(10)                          Modification
of Agreement. 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.


 


(11)                          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 


 


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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 6.


 


(12)                          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 there from 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;


 


(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;


 


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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;


 


(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


 


(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.


 


(13)                          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.


 


(14)                          Headings. Paragraph
headings are included for convenience and shall not affect the meaning or
interpretation of this Agreement.


 


 


	
   

  	
  THE
  COCA-COLA COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signature

  



 


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