Exhibit 10.10.6


 


THE COCA-COLA COMPANY


SUPPLEMENTAL PENSION PLAN


 


 


AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2010


 

















 


THE COCA-COLA COMPANY


SUPPLEMENTAL PENSION PLAN


 


Amended and Restated Effective January 1, 2010


 


PREFACE


 


The
Coca-Cola Company established The Coca-Cola Company Supplemental Benefit Plan
(the “Supplemental Benefit Plan”) effective January 1, 1984. The Coca-Cola
Company Supplemental Pension Plan (the “Plan”) is a successor plan to the
Supplemental Benefit Plan and constitutes the supplemental pension component
previously provided pursuant to the Supplemental Benefit Plan.


 


The
Plan is an unfunded supplemental retirement plan for eligible employees and
their beneficiaries as described herein. 
The Plan is designed to provide certain retirement benefits primarily
for a select group of management or highly compensated employees which are not
otherwise payable or cannot otherwise be provided under the terms of the
tax-qualified retirement plans maintained by The Coca-Cola Company as a result
of the limitations set forth under certain applicable sections of the Internal
Revenue Code or on account of an employee’s deferral of compensation under The
Coca-Cola Company Deferred Compensation Plan.


 


The
plan was most recently amended and restated effective January 1, 2008 (the
“Prior Plan”).  This amendment and
restatement is effective January 1, 2010.


 


On
January 1, 2010, the Company amended and restated the Qualified Pension
Plan and also renamed the pension plan as The Coca-Cola Company Pension
Plan.  Also effective January 1,
2010, the pension formula under the Qualified Pension Plan changed.  Prior to January 1, 2010, the Qualified
Pension Plan’s benefit formula provided a monthly benefit based on age,
compensation, and length of service.  For
convenience, this benefit is referred to as the “FAE Benefit.”


 


Beginning
January 1, 2010, the Qualified Pension Plan formula changed to a “Cash
Balance Benefit.”  The cash balance
benefit is based on a hypothetical account established under the Qualified
Pension Plan for each eligible participant (known as the “cash balance account”).  Amounts are credited to each eligible
participant’s cash balance account based on the participant’s compensation and
other factors.  Amounts representing
interest are also credited to the cash balance account.


 


As
a result changes of the changes to the Qualified Pension Plan, amendments were
required to the Plan as reflected in this amendment and restatement.


 


Effective
at midnight on December 31, 2009, the Company froze future accruals under
the Supplemental Retirement Plan for The Coca-Cola Company Pilots (“Pilots’
Plan”).  In addition, the Company
transferred the liabilities associated with the Pilots’ Plan to this Plan.  Accordingly, the Plan was amended as part of
the January 1, 2010 amendment and restatement to add a new Appendix B to
reflect the transfer of liabilities from the Pilots Plan to this Plan.


 


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ARTICLE I


DEFINITIONS


 


“Actuarial Equivalent”
shall mean a benefit of equivalent value. 
For purposes of establishing whether a benefit is the Actuarial
Equivalent of another benefit, an interest rate of 7% compounded per annum and
the unisex mortality table prescribed in Revenue Ruling 2001-62, which is the
1994 Group Annuity Mortality table projected to 2002 with scale AA, using 50%
of the male and 50% of the female rates, with no setback, shall be used.


 


Notwithstanding the
forgoing, for purposes of converting the Supplemental Pension Benefit into a
lump sum, “Actuarial Equivalent” means a benefit of equivalent value when
computed on the basis of the “applicable interest rate” required by Section 417(e)(3) of
the Code for the month of September immediately preceding the first day of
the Plan Year in which such distribution occurs and the “applicable mortality
table” required by Section 417(e)(3) of the Code, as amended by the
Pension Protection Act of 2006.


 


“Beneficiary”
shall mean the spouse to the whom the Participant is married at the time
benefits commence (if the Participant is married) or the individual(s) designated
by the Participant to receive any survivor benefits that may be payable under Section 3.4
upon the death of a Participant if the Participant is not married at the time
benefits commence.  The Beneficiary
designated by an unmarried Participant in the Qualified Pension Plan shall be
such Participant’s Beneficiary under this Plan.


 


“Cash
Balance Benefit” shall have that meaning as defined in the Preface and in Section 3.1.


 


“Change
in Control” shall mean a change in
control of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A under the Exchange Act as in effect on January 1,
2002, provided that such a change in control shall be deemed to have occurred
at such time as (i) any “person” (as that term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act as in effect on January 1,
2002) directly or indirectly, of securities representing 20% or more of the
combined voting power for election of directors of the then outstanding
securities of the Company or any successor of the Company; (ii) during any
period of two consecutive years or less, individuals who at the beginning of such
period constituted the Board of Directors of the Company cease, for any reason,
to constitute at least a majority of the Board of Directors, unless the
election or nomination for election of each new director was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of the period; (iii) the share owners of the Company
approve any merger or consolidation as a result of which the Common Stock shall
be changed, converted or exchanged (other than a merger with a wholly owned
subsidiary of the Company) or any liquidation of the Company or any sale or
other disposition of 50% or more of the assets or earning power of the Company,
and such merger, consolidation, liquidation or sale is completed; or (iv) the
share owners of the Company approve any merger or consolidation to which the
Company is a party as a result of which the persons who were share owners of
the Company immediately prior to the 


 


2

















 


effective date of the
merger or consolidation shall have beneficial ownership of less than 50% of the
combined voting power for election of directors of the surviving corporation
following the effective date of such merger or consolidation, and such merger,
consolidation, liquidation or sale is completed; provided, however, that no
Change in Control shall be deemed to have occurred if, prior to such times as a
Change in Control would otherwise be deemed to have occurred, the Board of
Directors determines otherwise. 
Additionally, no Change in Control will be deemed to have occurred under
clause (a) if, subsequent to such time as a Change of Control would
otherwise be deemed to have occurred, a majority of the Directors in office
prior to the acquisition of the securities by such person determines otherwise.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Committee”
shall mean The Coca-Cola Company Benefits Committee appointed by the Senior
Vice President, Human Resources (or the most senior Human Resources officer of
the Company), to administer the Plan as provided in Article V.


 


“Company”
shall mean The Coca-Cola Company.


 


“Compensation”
for purposes of this Plan shall (except as modified below) have the same
meaning given such term in the Qualified Pension Plan.  Unlike the Qualified Pension Plan, however,
Compensation shall include salary, bonus or other compensation that the Company
would otherwise have been paid to a Participant but for the Participant’s
election to defer the receipt of such salary, bonus or other compensation
pursuant to the Deferred Compensation Plan (“Deferred Compensation”).  A Participant’s Deferred Compensation shall
not be included in Compensation under this Plan in the year such Deferred
Compensation is paid to the Participant.


 


“Deferred
Compensation Plan” shall mean The Coca-Cola Company Deferred Compensation
Plan or any other similar nonqualified deferred compensation plan maintained by
the Employer established on or after the Effective Date which provides for deferral
of compensation.


 


“Disability”
or “Disabled” shall mean a condition
for which a Participant becomes eligible for and receives a disability benefit
under the long term disability insurance policy issued to the Company
providing Basic Long Term Disability Insurance benefits pursuant to The
Coca-Cola Company Health and Welfare Benefits Plan, or under any other long term disability plan that hereafter may be
maintained by the Company or any Related Company, provided that the
Participant 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.


 


“Earliest
Retirement Date” shall mean, with respect to a Participant, the earlier of:
(a) the date the Participant attains age 60; or (b) the date he has
both attained age 55 and completed 10 Years of Vesting Service.


 


“Employee”
shall mean any person who is currently employed by an Employer.  An individual shall be treated as employed by
an Employer under this Plan for any period only if (i) 


 


3

















 


he or she is actually classified during such
period by the Employer on its payroll, personnel and benefits system as an
employee, and (ii) he or she is paid for services rendered during such
period through the payroll system, as distinguished from the accounts payable
department of the Employer.  No other
individual shall be treated as employed by an Employer under this Plan for any
period, regardless of his or her status during such period as an employee under
common law or under any statute.


 


“Employer”
shall mean the Company and any Participating Subsidiary of the Company.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


“FAE
Benefit” shall have that meaning as defined in the Preface and in Section 3.1.


 


“Participant”
shall mean an Employee or former Employee of an Employer who is eligible to
receive benefits provided by the Plan.


 


“Participating
Subsidiary” shall mean a subsidiary of the Company which the Committee has
designated as such and whose Employees are eligible to participate in this
Plan, as set forth in Appendix A.


 


“Pension
Benefit” shall be the benefit payable to a Participant under Sections 5.1 —
5.4, as applicable, of the Qualified Pension Plan.


 


“Pilot
Participant” shall mean an Employee who previously participated in the
Pilots’ Plan and whose liability under the Pilots Plan has been transferred to
this Plan. See Appendix B.  References to
a Pilot Participant refers only to those terms and benefits set forth in
Appendix B and does not refer to eligibility to participate in the remaining
portions of the Plan.  Thus, the term “Pilot
Participant” does not mean “Participant” under this Plan.


 


“Pilots’
Plan” shall mean the Supplemental Retirement Plan for The Coca-Cola Company
Pilots.  See Appendix B.


 


“Plan”
shall mean The Coca-Cola Company Supplemental Pension Plan, as amended from
time to time.


 


“Plan
Year” shall mean January 1 to December 31 each calendar year.


 


“Qualified
Pension Plan” shall mean The Coca-Cola Company Pension Plan (formerly known
as the Employee Retirement Plan of The Coca-Cola Company), as amended from time
to time.


 


“Separation
from Service” shall mean that employment with an Employer terminates such
that it is reasonably anticipated that no further services will be
performed.  Separation from Service shall
be interpreted in a manner consistent with Section 409A of the Code and
the regulations thereunder.


 


4

















 


“Specified
Employee” shall mean a key employee of an Employer who meets the
requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the
Code, as defined in Section 409A of the Code and the regulations
thereunder.


 


“Supplemental
Pension Benefit” shall mean the benefit provided pursuant to this Plan. It
does not include a benefit provided in Appendix B (Pilots’ Plan).


 


“Supplemental
Pension Benefit/Cash Balance Benefit” shall mean the portion of the
Participant’s Supplemental Pension Benefit attributable to the Cash Balance
Benefit.


 


“Supplemental
Pension Benefit/FAE Benefit” shall mean the portion of the Participant’s
Supplemental Pension Benefit attributable to the FAE Benefit.


 


“Years
of Benefit Service” shall mean Years of Benefit Service as defined in the
Qualified Pension Plan.


 


“Years
of Vesting Service” shall mean Years of Vesting Service as defined in the
Qualified Pension Plan.


 


ARTICLE II


ELIGIBIILTY


 


2.1                               Eligibility
for Participation.


 


(a)                                  All Employees of the
Employer who are eligible for the Qualified Pension Plan and i) whose benefits
under the Qualified Pension Plan are limited by the limitations set forth in
Code Sections 401(a)(17) or 415 or (ii) who defer compensation under the
Deferred Compensation Plan and, solely on account of such deferrals, the
Employee’s benefit under the Qualified Pension Plan is limited shall be
eligible to participate in the Plan.


 


(b)                                 Pilot Participants are
Employees of the Employer who previously participated in the Pilots’ Plan and
whose liability under the Pilots Plan has been transferred to this Plan. See
Appendix B.


 


2.2                               Duration
of Participation.


 


An
Employee who becomes a Participant shall continue to be a Participant until his
Separation from Service or the date he is no longer entitled to benefits under
this Plan.


 


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ARTICLE III


SUPPLEMENTAL PENSION BENEFIT


 


3.1                               Amount
of Benefit.


 


(a)                                  If a Participant has Years
of Benefit Service as defined in the Qualified Pension Plan and the Participant
is vested in his Supplemental Pension Benefit under this Plan, he shall be
entitled to a Supplemental Pension Benefit equal to (1) minus (2) where:


 


(1)                                  Equals the Pension Benefit
that would be paid to the Participant from the Qualified Pension Plan assuming (i) the
Qualified Pension Plan benefit commenced on the date the Supplemental Pension
Benefit commences pursuant to Section 3.3, whether or not the Qualified
Pension Plan benefit actually commences on that date, (ii) the limitations
of Code Sections 401(a)(17) and 415 did not apply and (iii) the definition
of Compensation in this Plan applied in lieu of the definition of Compensation
found in the Qualified Pension Plan.


 


(2)                                  Equals the Qualified Pension
Benefit which the Participant is actually entitled to receive under the
Qualified Pension Plan beginning on the date the Supplemental Pension Benefit
commences pursuant to Section 3.3, whether or not the Qualified Pension
Plan benefit actually commences on that date.


 


As
noted in the Preface, the Qualified Pension Plan changed benefit formulas on January 1,
2010. Accordingly, for many Participants, the formula above will be used twice
to compute a Participant’s Supplemental Pension Benefit.  First, the formula will be used to compute
Supplemental Pension Benefits earned prior to January 1, 2010 (the “FAE
Benefit”).  Second, the formula will be
used to compute Supplemental Pension Benefits earned on or after January 1,
2010 (the “Cash Balance Benefit”). 
Certain participants in the Qualified Pension Plan are entitled to
transition benefits to assist such employees who are employed on December 31,
2009 as the Qualified Pension Plan’s benefit formula changes from a FAE formula
to a cash balance formula.  To the extent
a transition rule impacts a Participant’s Pension Benefit under the
Qualified Pension Plan, such transition rule will also impact the
Participant’s Supplemental Pension Benefit under this Plan.  For example, some Participants are grandfathered
in the FAE formula of the Qualified Pension Plan.  Thus, for those Participants their FAE
Benefit may include all years under the Qualified Pension Plan including years
prior to January 1, 2010 and years on or after January 1, 2010.


 


No
additional accruals shall be credited under this Plan after the Supplemental
Pension Benefit commences or is paid unless a Participant is rehired as
provided in Section 3.6.


 


(b)                                 In no event shall the sum of
the Supplemental Pension Benefit and the Pension Benefit calculated under the
Qualified Pension Plan as of the date the Supplemental Pension Benefit
commences exceed the amount of Pension Benefit determined under the formula set
forth in the Qualified Pension Plan assuming compensation had not been deferred
and 


 


6

















 


assuming
the limitations imposed by the Code in Sections 401(a)(17) and 415 do not
apply.


 


(c)                                  Any benefit payable pursuant
to this Section 3.1 shall be offset by the monthly benefit, if any,
payable to a Participant under The Coca-Cola Company Key Executive Retirement
Plan.  The Supplemental Pension Benefit
calculated under this Section 3.1 shall also be offset by the value of
benefits to which the Participant is entitled under any other retirement plan (other
than the Qualified Pension Plan) to which the Company or an affiliate of the
Company contributed.


 


3.2                               Distribution
Events and Form of Payment.


 


The
Supplemental Pension Benefit shall be payable only upon Separation from
Service, Disability, or death as described herein.


 


(a)                                  Separation from
Service


 


(1)                                  Participants who have a
Separation from Service on or after Earliest Retirement Date


 


If
a Participant has a Separation from Service on or after his Earliest Retirement
Date, the Participant’s Supplemental Pension Benefit/FAE Benefit shall be in
the form of monthly annuity payments commencing as described in Section 3.3
below.  The Participant may choose
between the following annuities, provided that all the annuities must be
Actuarially Equivalent to a Single Life Annuity.


 


(i)                                     Single Life
Annuity


(ii)                                  Joint and 50%
Contingent Annuity


(iii)                               Joint and 75%
Contingent Annuity


(iv)                              Joint and 100%
Contingent Annuity


 


The
Participant must elect the annuity form no earlier than 180 days and no later
than fifteen days before the date the Supplemental Pension Benefit/FAE Benefit
commences. A married Participant’s spouse must consent in writing to the form
of annuity elected.  If no timely
election is made, a married Participant shall receive a Joint and 50% Contingent
Annuity and an unmarried Participant shall receive a Single Life Annuity.   The election of the annuity form is
irrevocable as of fifteen days prior the date benefits commence.


 


Notwithstanding
the foregoing, if the Participant’s Supplemental Pension Benefit/FAE Benefit,
as calculated in the form of a Single Life Annuity, is less than $50 per month,
then the Actuarial Equivalent of the Supplemental Pension Benefit shall be paid
in a lump sum.


 


7

















 


If
a Participant has a Separation from Service on or after his Earliest Retirement
Date, the Participant’s Supplemental Pension Benefit/Cash Balance Benefit shall
be paid in a lump sum commencing as described in Section 3.3 below.


 


(2)                                  Participants
who have a Separation from Service prior to Earliest Retirement Date


 


If
a Participant has a Separation from Service prior to his Earliest Retirement
Date, his vested Supplemental Pension Benefit, if any, shall be paid in a
single lump sum on the date set forth in Section 3.3 below.


 


(b)                                 Death


 


The
survivor benefit payable in the event of a Participant’s death shall be as
described in Section 3.4 below.


 


(c)                                  Disability


 


If
a Participant is Disabled and has a Separation from Service, the Supplemental
Pension Benefit shall be distributed in the same manner and time as described
in Section 3.2(a) above.


 


3.3                               Timing
of Payment.


 


(a)                                  Monthly Annuity
Payments


 


(1)                                  General


 


If
a Participant is entitled to monthly annuity payments, the annuity shall be
determined as of the first day of the month following the month in which he has
a Separation from Service, provided the Participant is vested in his
Supplemental Pension Benefit.


 


(2)                                  Transition Rule


 


If
a Participant has a Separation from Service prior to March 1, 2008 and
made an election with respect to the date of commencement of his Supplemental
Pension Benefit no later than December 31, 2007, his Supplemental Pension
Benefit shall commence on the date the Participant has elected.   If no proper election is made, the monthly
annuity shall commence on March 1, 2010.


 


(b)                                 Lump Sum
Payments


 


(1)                                  General


 


If
a Participant is entitled to a lump sum payment, his Supplemental Pension
Benefit shall be paid on the last business day of the sixth month following the
month in which the Participant has a Separation from Service.


 


8














 


If
a Participant is not vested in his Supplemental Pension Benefit at the time of
Separation from Service, but later becomes vested, the lump sum shall be paid
on the first day of July following the year in which the Participant
vests.


 


(2)           Transition Rule


 


If
a Participant is entitled to a lump sum payment and had a Separation from
Service prior to January 1, 2008 and his Supplemental Pension Benefit has
not been paid, except as provided below, the Supplemental Pension Benefit shall
be paid on October 1, 2008.


 


If
a Participant elected to receive serial severance benefits prior to January 1,
2008, his Supplemental Pension Benefit shall be paid on the date elected,
provided that such election is received by December 31, 2007.  If no proper election is made, the lump sum
shall be paid on March 1, 2010.  If
a Participant elected to receive lump sum severance benefits prior to January 1,
2008, the lump sum shall be paid on July 1, 2008.


 


3.4          Death.


 


(a)           Death after benefits
commence


 


If
a Participant who is receiving a monthly annuity dies, the Participant’s
Beneficiary shall be entitled to the survivor benefit, if any, consistent with
the form of annuity elected by the Participant. 
For example, if the Participant elected a Joint and 50% Contingent
Annuity, the Beneficiary shall continue to receive monthly payments equal to
50% of the payments received by the Participant for the Beneficiary’s
life.  If the Participant had elected a
Single Life Annuity, there shall be no additional benefit payable to the
Beneficiary or any other person.


 


If
a Participant has received a lump sum, there shall be no additional payments to
a Beneficiary or any other person in the event of the Participant’s death.


 


(b)           Pre-Separation Survivor’s
Benefit


 


(1)           Death on or after Earliest Retirement Date


 


If
a married Participant dies on or after his Earliest Retirement Date and prior
to Separation from Service, his surviving spouse, if any, shall receive a
survivor benefit as described in this section. 
If an unmarried Participant dies on or after his Earliest Retirement
Date but prior to Separation from Service and has made an election described
below to name a Beneficiary, such Beneficiary shall receive a survivor benefit
as described in this section.


 


The
survivor benefit attributable to the Participant’s FAE Benefit shall commence
on the first day of the month following the Participant’s death and shall end
on the death of the Participant’s spouse (if married) or designated Beneficiary
(if 


 


9

















 


unmarried).  The survivor benefit attributable to the
Participant’s Cash Balance Benefit shall be paid as soon as administratively
feasible following the Participant’s death.


 


The
survivor annuity based on the Supplemental Pension Benefit/FAE Benefit shall be
equal to the monthly benefit that would have been payable to the surviving
spouse or Beneficiary if the Participant:


 


(i)            had a Separation from Service on the date of death;
and


 


(ii)           elected to have his FAE Benefit paid in the form of
a Single Life Annuity.


 


The
monthly benefit described above shall then be converted to the Actuarial
Equivalent of a Single Life Annuity for the life of the Participant’s Spouse
(if married) or the Participant’s designated Beneficiary (if unmarried).  If an unmarried Participant’s Beneficiary is
his or her estate or the unmarried Participant fails to designate a
Beneficiary, no death benefit attributable to the Participant’s FAE Benefit
shall be paid.


 


The
survivor benefit (whether married or unmarried) based on the Supplemental
Pension Benefit/Cash Balance Benefit shall be 100% of the lump sum that would
have been payable to the Participant if he had Separated from Service on the
date of death and survived to receive such lump sum payment.


 


(2)           Death prior to Earliest Retirement Date


 


If
a married Participant dies prior to his Earliest Retirement Date and prior to
Separation from Service, his surviving spouse, if any, shall receive a survivor
benefit as calculated in Section 3.4(b)(1) above.  The survivor benefit attributable to the
Participant’s FAE Benefit shall commence on the first day of the month
following the month in which the Participant would have attained his Earliest
Retirement Date.  The survivor benefit
attributable to the Participant’s Cash Balance Benefit shall be paid shall on
the last business day of the sixth month following the month in which the
Participant has a Separation from Service.


 


If
an unmarried Participant dies prior to his Earliest Retirement Date and prior
to Separation from Service, no survivor benefit shall be paid attributable to
the Participant’s FAE Benefit.  However,
a survivor benefit attributable to the Participant’s Cash Balance Benefit shall
be paid to the Participant’s Beneficiary in a lump sum on the last business day
of the sixth month following the month in which the Participant has a
Separation from Service. The survivor benefit attributable to the Cash Balance
Benefit shall be 100% of the lump sum that would have been payable to the
Participant if he had Separated from Service on the date of death and survived
to receive such lump sum payment.


 


10

















 


3.5          Change in Control.


 


In
the event of a Change in Control, while this provision remains in effect, no
amendment will thereafter be made to this Section for a period of at least
two consecutive years following the date when the Change in Control
occurs.  The enhancement of benefits
described in this Section is conditional upon this Section remaining
in effect until a Change in Control occurs, and is not part of any Participant’s
accrued benefit as defined in the Qualified Pension Plan.  If any Participant’s employment terminates
for any reason whatsoever during the two consecutive year period which begins
on the date when a Change in Control occurs, i) the Participant will be fully
vested in his Supplemental Pension Benefit as long as the Participant has
completed at least five Years of Vesting Service and ii) the Participant’s
Earliest Retirement Date shall be the first day of the month on or after the
earlier of (A) his 60th birthday or (B) the date he has both attained
his 50th birthday and completed at least 10 Years of Vesting Service.


 


3.6          Rehired Participants.


 


If a Participant is rehired
after Separation from Service monthly payments, if applicable, shall
continue.  Upon the Participant’s
subsequent Separation from Service, his additional benefit, if any, shall be
calculated as follows:


 


i)              the Participant’s
accrued benefit shall be recalculated taking into account all applicable Years
of Benefit Service and eligible compensation;


ii)             all prior payments from the
Plan shall be valued by assuming the payments have increased in value at the
rate of interest used for determining Actuarial Equivalent in effect for each
period of time, compounded annually through the date of the Participant’s
subsequent Separation from Service; and


iii)
           the Participant’s
Supplemental Pension Benefit, recalculated per subsection (i) shall be
reduced by the current value of the prior Plan payments calculated per
subsection (ii).


 


Upon
the Participant’s subsequent Separation from Service, any additional
Supplemental Pension Benefit shall be paid in the form and at the time set
forth in Sections 3.2 and 3.3.


 


ARTICLE IV


VESTING AND FORFEITABILITY


 


4.1          Forfeitability
of Supplemental Pension Benefit Attributable to the Code Sections 401(a)(17)
and 415.


 


(a)           Separation from Service on or after January 1,
2010


 


For
Participants who have a Separation from Service on or after January 1,
2010, except as provided in Section 4.3 and Section 4.4, all rights
to the Participant’s entire Supplemental Pension Benefit shall be forfeited if
the Participant has a Separation from Service prior to earning three Years of
Vesting Service.


 


11

















 


If
the Participant has been credited with at least three Years of Vesting Service
but terminates employment with the Employer or has a Separation from Service
prior to his Earliest Retirement Date, the portion of the Participant’s
Supplemental Pension Benefit attributable to Code Sections 401(a)(17) and 415
shall be vested, however, final average compensation used to calculate the
portion of the Supplemental Pension Benefit attributable to Code Sections
401(a)(17) and 415 shall not exceed four times the compensation limit set forth
in Section 401(a)(17) in effect in the year of Separation from Service, as
adjusted from time to time by the Internal Revenue Service.


 


A
Participant who has a Separation from Service on or after January 1, 2010
cannot earn additional Years of Vesting Service after his Separation from
Service.


 


(b)           Separation from Service prior to January 1,
2009


 


For
Participants who have a Separation from Service prior to January 1, 2009,
except as provided in Section 4.3 and Section 4.4, all rights to the
Participant’s Supplemental Pension Benefit shall be forfeited if a Participant
either terminates employment with the Employer or Separates from Service prior
to his Earliest Retirement Date, except in the case of death as described below.
However, if the Participant earns Years of Vesting Service after Separation
from Service, the Participant may later become vested in the portion of the
Participant’s Supplemental Pension Benefit attributable to Code Sections
401(a)(17) and 415.  If a Participant
dies prior to Separation from Service, the portion of the Participant’s
Supplemental Pension Benefit attributable to Code Sections 401(a)(17) and 415
shall vest, provided that the Participant had been credited with at least five
Years of Vesting Service.


 


(c)       Separation from Service
during 2009


 


For
Participants who have a Separation from Service during 2009, all rights to the
portion of the Participant’s Supplemental Pension Benefit attributable to Code
Sections 401(a)(17) and 415 shall be forfeited if the Participant has not been
credited with at least five Years of Vesting Service at the time of Separation
from Service.


 


If
the Participant has been credited with at least five Years of Vesting Service
but terminates employment with the Employer or has a Separation from Service
prior to his Earliest Retirement Date, the portion of the Participant’s
Supplemental Pension Benefit attributable to Code Sections 401(a)(17) and 415
shall be vested, however, final average compensation used to calculate the that
portion of the Participant’s Supplemental Pension Benefit shall not exceed four
times the compensation limit set forth in Section 401(a)(17) in effect in
the year of Separation from Service, as adjusted from time to time by the
Internal Revenue Service.


 


If
the Participant terminates employment or has a Separation from Service on or
after his Earliest Retirement Date, the Participant shall be fully vested in
the portion of his Supplemental Pension Benefit attributable to Code Sections
401(a)(17) and 415.


 


If
the Participant earns Years of Vesting Service after Separation from Service
and was not vested at the time of his Separation from Service, the Participant
may later become 


 


12

















 


vested
in the portion of the Participant’s Supplemental Pension Benefit attributable
to Code Sections 401(a)(17) and 415.


 


4.2          Forfeitability
of Supplemental Pension Benefit Attributable to Deferred Compensation.


 


(a)           Separation from Service on or after January 1,
2010


As
noted above, except as provided in Section 4.3 and Section 4.4, if a
Participant has a Separation from Service on or after January 1, 2010 and
prior to earning three Years of Vesting Service, the Participant’s entire
Supplemental Pension Benefit will be forfeited.


 


A
Participant who has a Separation from Service on or after January 1, 2010
cannot earn additional Years of Vesting Service after his Separation from
Service.


 


(b)          Separation from Service prior to January 1,
2010


 


All
rights to the portion of the Participant’s Supplemental Pension Benefit
attributable to Deferred Compensation shall be forfeited if a Participant
terminates employment with the Employer or Separates from Service prior to
being credited with five Years of Vesting Service.  However, if the Participant earns Years of
Vesting Service after Separation from Service, the Participant may later become
vested in the portion of the Participant’s Supplemental Pension Benefit
attributable to Deferred Compensation.


 


4.3          Participants on December 31,
1993.


 


Notwithstanding
anything in this Plan to the contrary, each Employee who was a Participant in
the Plan as of December 31, 1993 shall be deemed vested in the portion of
his Supplemental Pension Benefit, if any, calculated as of December 31,
1993 (based on his compensation and years of benefit service as of such date
and assuming that he is vested under the Qualified Pension Plan of the
Employer), and such benefit under the Plan shall not be subject to forfeiture
under Section 4.1.


 


4.4          Special
vesting rule for certain involuntarily terminated Participants prior to January 1,
2009.


 


Notwithstanding
Section 4.1(b) above, if a Participant meets all of the following
criteria, such Participant shall be vested in the portion of the Participant’s
Supplemental Pension Benefit attributable to Code Sections 401(a)(17) and 415
as of the date he has a Separation from Service; however, final average
compensation used to calculate such portion of the Participant’s Supplemental
Pension Benefit shall not exceed four times the compensation limit set forth in
Section 401(a)(17) in effect in the year of Separation from Service, as
adjusted from time to time by the Internal Revenue Service.


 


This
special vesting rule shall apply if:


 


(a)           the Participant is an Employee of an Employer on September 30,
2008;


 


13

















 


(b)           the Participant is eligible to participate in the
Plan or had a Supplemental Pension Benefit credited to him as of September 30,
2008;


 


(c)           the Participant is involuntarily terminated (other
than for cause) between September 30, 2008 and December 31, 2008, “cause”
for this purpose to mean a termination of employment by the Company or a
Participating Subsidiary which is based on a violation of the Company’s Code of
Business Conduct or any other policy of the Company or a Participating
Subsidiary, or for gross misconduct;


 


(d)           as of the date on which he is involuntarily
terminated (other than for cause), the Participant has not attained his
Earliest Retirement Date but has either: 
i) attained at least age 50 and completed at least ten Years of Vesting
Service, or ii) attained at least age 45 and the sum of his attained age
(computed as whole years and whole months attained) plus his Years of Vesting
Service (as defined in Section 1.67 of the Qualified Pension Plan) is
greater than or equal to 65; and


 


(e)          the participant has signed any release, agreement on
trade secrets and confidentiality and/or any noncompetition agreement requested
by the Company, and has mailed such documents to the Company in accordance with
the Company’s instructions on or before the date specified in the release and
whose release becomes irrevocable.


 


Provided
that, a Participant shall not be eligible for this special vesting provision
if:


 


(a)           the Participant is a job grade 18 or higher at the
time of his involuntary separation;


 


(b)           the Participant is receiving or has been approved to
receive long term disability benefits under any plan which provides such
benefits and which is maintained by the Company or any Subsidiary; or


 


(c)           the Participant has entered into a separate, written
agreement with an Employer with respect to the termination of his Employment.


 


ARTICLE V


ADMINISTRATION


 


5.1          Committee.


 


The Committee shall be responsible for the
general administration of the Plan and shall establish regulations for the
day-to-day administration of the Plan. 
The Committee and its designated agents shall have the exclusive right
and discretion to interpret the terms and conditions of the Plan and to decide
all matters arising with respect to the Plan’s administration  and operation (including factual issues).  Any interpretations or decisions so made
shall be conclusive and binding on all persons. 
The Committee or its designee may pay the expenses of administering the
Plan or may reimburse the Company or other person performing administrative
services with respect to the Plan if the Company or such other person directly
pays such expenses at the request of the Committee.


 


14

















 


5.2          Authority to Appoint Advisors and
Agents.


 


The Committee may appoint and employ such persons as it may deem
advisable and as it may require in carrying out the provisions of the
Plan.  To the extent permitted by law,
the members of the Committee shall be fully protected by any action taken in
reliance upon advice given by such persons and in reliance on tables,
valuations, certificates, determinations, opinions and reports that are
furnished by any accountant, counsel, claims administrator or other expert who
is employed or engaged by the Committee.


 


5.3          Compensation and Expenses of
Committee.


 


The members of the Committee shall receive no compensation for its duties
hereunder, but the Committee shall be reimbursed for all reasonable and
necessary expenses incurred in the performance of its duties, including counsel
fees and expenses.  Such expenses of the
Committee, including the compensation of administrators, actuaries, counsel,
agents or others that the Committee may employ, shall be paid out of the
general assets of the Company.


 


5.4          Records.


 


The Committee shall keep or cause to be kept books and records with
respect to the operations and administration of this Plan.


 


5.5          Indemnification of Committee.


 


The Company agrees to indemnify and to defend to the fullest extent
permitted by law any employee serving as a member of the Committee or as their
delegate(s) against all liabilities, damages, costs and expenses,
including attorneys’ fees and amounts paid in settlement of any claims approved
by the Company, occasioned by any act or failure to act in connection with the
Plan, unless such act or omission arises out of such employee’s gross
negligence, willful neglect or willful misconduct.


 


ARTICLE
VI


CLAIMS
PROCEDURE


 


6.1          Right to File a Claim.


 


Any
Participant who believes he is entitled to a benefit hereunder that has not
been received, may file a claim in writing with the Committee.  The claim must be filed within one year after
the date of the Participant’s Separation from Service.  The Committee may require such claimant to
submit additional documentation, if necessary, in support of the initial claim.


 


6.2          Denial of a Claim.


 


Any
claimant whose claim to any benefit hereunder has been denied in whole or in
part shall receive a notice from the Committee
within 90 days of such filing or within 180 days after such receipt if
special circumstances require an extension of time.  If the Committee
determines that an extension of time is required, the claimant will be
notified in writing of the extension and 


 


15

















 


reason
for the extension within 90 days after the Committee’s
receipt of the claim.  The
extension notice will also include the date by which the Committee expects to make the benefit
determination.  The notice of the denial
of the claim will set forth the specific reasons for such denial, specific
references to the Plan provisions on which the denial was based and an
explanation of the procedure for review of the denial.


 


6.3          Claim Review Procedure.


 


A
claimant may appeal the denial of a claim to the Committee by written request
for review to be made within 60 days after receiving notice of the denial.  The request for review shall set forth all
grounds on which it is based, together with supporting facts and evidence that
the claimant deems pertinent, and the Committee shall give the claimant the
opportunity to review pertinent Plan documents in preparing the request.  The Committee may require the claimant to
submit such additional facts, documents or other material as it deems necessary
or advisable in making its review.  The
Committee will provide the claimant a written or electronic notice of the
decision within 60 days after receipt of the request for review, except that,
if there are special circumstances requiring an extension of time for
processing, the 60-day period may be extended for an additional 60 days.  If the Committee determines that an extension
of time is required, the claimant will be notified in writing of the extension
and reason for the extension within 60 days after the Committee’s receipt of
the request for review.  The extension
notice will also include the date by which the Committee expects to complete
the review.  The Committee shall
communicate to the claimant in writing its decision, and if the Committee
confirms the denial, in whole or in part, the communication shall set forth the
reasons for the decision and specific references to the Plan provisions on
which the decision is based.


 


6.4          Limitation on Actions.


 


Any
suit for benefits must be brought within one year after the date the Committee
(or its designee) has made a final denial (or deemed denial) of the claim.  Notwithstanding any other provision herein,
any suit for benefits must be brought within two years of the date of
termination of active employment.  No
claimant may file suit for benefits until exhausting the claim review procedure
described herein.


 


16

















 


ARTICLE
VII

MISCELLANEOUS


 


7.1          Unsecured General Creditor.


 


Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, claims, or
interest in any specific property or assets of the Company.  No assets of the Company shall be held in any
way as collateral security for the fulfilling of the obligations of the Company
under this Plan.  Any and all of the
Company’s assets shall be, and remain, the general unpledged, unrestricted
assets of the Company.  The Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future, and the rights of the
Participants and Beneficiaries shall be no greater than those of unsecured
general creditors.  It is the intention
of the Company that this Plan be unfunded for purposes of the Code and for
purposes of Title 1 of ERISA.  Nothing
contained in this Plan, and no actions taken pursuant to the provisions of this
Plan shall create or be construed to create a trust or any kind of fiduciary
relationship between the Employer and any Participant, his Beneficiary, or any
other person.


 


7.2          Restriction Against Assignment.


 


The Company shall
pay all amounts payable hereunder only to the person or persons designated by
the Plan and not to any other person or corporation.  No part of a Participant’s Account or benefit
shall be liable for the debts, contracts, or engagements of any Participant,
his or her Beneficiary, or successors in interest, nor shall a Participant’s
Account or benefit be subject to execution by levy, attachment, or garnishment
or by any other legal or equitable proceeding, nor shall any such person have
any right to alienate, anticipate, sell, transfer, commute, pledge, encumber,
or assign any benefits or payments hereunder in any manner whatsoever.  If any Participant, Beneficiary or successor
in interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
transfer, commute, assign, pledge, encumber or charge any distribution or
payment from the Plan, voluntarily or involuntarily, the Committee, in its
discretion, may cancel such distribution or payment (or any part thereof) to or
for the benefit of such Participant, Beneficiary or successor in interest in
such manner as the Committee shall direct.


 


7.3          Tax Withholding.


 


There shall be
deducted from each payment made under the Plan or any other compensation
payable to the Participant (or Beneficiary) all taxes which are required to be
withheld by the Company in respect to any payment under this Plan.  The Company shall have the right to reduce
any payment (or compensation) by the amount of cash sufficient to provide the
amount of said taxes.


 


7.4          Amendment, Modification,
Suspension or Termination.


 


The Committee may
amend, modify, suspend or terminate the Plan in whole or in part, at any time.


 


17

















 


7.5          Governing Law.


 


Except
to extent preempted by Federal Law, this Plan shall be construed, governed and
enforced under the laws of the State of Delaware (without regard to the
conflicts of law principles thereof) and any and all disputes arising under
this Plan are to be resolved exclusively by courts sitting in Delaware.


 


7.6          Receipt or Release.


 


Any payment to a
Participant or the Participant’s Beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Committee and the Company. 
The Committee may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.


 


7.7          Limitation of Rights and
Employment Relationship.


 


Neither the establishment of the Plan nor any
modification thereof, nor the creating of any fund or Account, nor the payment
of any benefits shall be construed as giving to any Participant, or Beneficiary
or other person any legal or equitable right against the Company except as
provided in the Plan; and in no event shall the terms of employment of any
Employee or Participant be modified or in any way be affected by the provisions
of the Plan.


 


7.8          Offset for Monies Owed.


 


The benefits provided hereunder will be offset for any monies that the
Committee determines are owed to the Company or any Participating Affiliate.


 


IN
WITNESS WHEREOF, the Committee has caused this amendment and restatement of the
Plan to be executed by the duly-authorized chairman of the Committee this 14th day of December, 2009.


 


 


THE
COCA-COLA COMPANY BENEFITS COMMITTEE


 


 


	
   

  	
  /s/
  Susan M. Fleming

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Chairman

  	
   

  



 


18














 


APPENDIX A


PARTICIPATING SUBSIDIARIES


As of January 1, 2010


 


The Coca-Cola Export Corporation


Refreshment Products Services, Inc.


Soft Drinks International, Inc.


Rocketcash LLC


Coca-Cola India, Inc.


Coca-Cola Properties, LLC


International Auditors, Inc.


 


19

















 


APPENDIX B


PILOTS’ PLAN


As of January 1, 2010


 


I.                                         Effective at
midnight on December 31, 2009, the Pilots’ Plan was frozen.  This means that no additional individuals
could become a Pilot Participant on or after January 1, 2010.  Furthermore, Pilot Participants shall cease
earning Flight Duty and Flight Duty Credit on or after January 1,
2010.  In summary, no additional benefits
can be earned under this Appendix B. 
Nevertheless, a Pilot Participant may continue to earn Years of Vesting
Service after December 31, 2009 solely for purposes of becoming vested in
his or her benefit earned under this Appendix B and for attaining his Earliest
Retirement Date.


 


Also
effective January 1, 2010, all liabilities associated with the Pilots’
Plan transferred to this Plan and all vested benefits earned under this Plan
shall be distributed under the provisions of this Appendix B.


 


The
Pilots’ Plan shall continue in existence after December 31, 2009 as a
historic document in the event the Committee needs to refer to that document to
determine a Pilot Participant’s benefit under the SPP Plan or for related
purposes.


 


II.                                     All benefits paid to Pilot
Participants shall be in accordance with this Appendix B.  However, if needed to interpret or determine
a Pilot Participant’s benefit under this Appendix B, the Committee may review
the terms of the Pilot’s Plan in effect on January 1, 2010.


 


III.                                 The terms of this Plan shall
NOT apply to this Schedule B except for those provisions identified below or as
later determined by the Committee to be necessary or appropriate to determine a
Pilot Participant’s benefits under this Plan.


 


(a)                                  Section 3.5 dealing
with Change in Control


 


(b)                                 Article V dealing with
administration of the Plan;


 


(c)                                  Article VI dealing with
claims procedures;


 


(d)                                 Article VII dealing
with miscellaneous procedures (including the right to amend or terminate the
Plan (including this Appendix B); and,


 


(e)                                  Article II, dealing
with the participation of a Pilot Participant in this Appendix B; and


 


(f)                                    Definitions of Actuarial
Equivalent, Change in Control, Code, Committee, Company, Disability or
Disabled, Employee, Employer, ERISA, Pilot Participant, Pilot’s Plan, Plan
Year, Qualified Pension Plan, Separation from Service, Specified Employee,
Years of Benefit Service and Years of Vesting Service.


 


20

















 


IV.                                 Other Definitions used in
this Appendix B.


 


(a)                                  “Earliest Retirement Date”
shall mean, with respect to a Pilot Participant, the earlier of: (a) the
date the Pilot Participant attains age 60; or (b) the date he has both
attained age 55 and completed 20 Years of Vesting Service.


 


(b)                                 “Beneficiary” shall mean shall mean the person designated to
receive any survivor benefits that
may be payable upon the death of a Pilot Participant.  A Pilot Participant shall designate a
Beneficiary in the manner required by the Committee.


 


Unless subsequently changed by the Pilot Participant,
the Beneficiary designated by the Pilot Participant under the Pilots’ Plan and
in effect as of December 31, 2009, shall also apply for purposes of this
Appendix B.


 


(c)                                  “Benefit Commencement
Date” shall mean the first day of the month following the month a
Participant entitled to a Supplemental Pension Benefit has a Separation from
Service.


 


(d)                                 “Flight Duty” shall
mean a period of employment during which a Pilot has either direct or secondary
responsibility for the operation of aircraft for the Company.  One year of Flight Duty will be credited for
each twelve month period during which a Pilot Participant performs Flight Duty.


 


No additional Flight Duty shall be earned under this
Appendix B.


 


(e)                                  “Flight Duty Credit”
shall mean a credit given to a Pilot Participant for purposes of the Pilots’
Plan.  A Pilot Participant shall receive
one Flight Duty Credit for each four whole years of completed Flight Duty.  No Pilot Participant shall receive more than
five Flight Duty Credits regardless of the number of years of Flight Duty.


 


No
additional Flight Duty Credit shall be earned under this Appendix B.  However,
on January 1, 2010, all Pilot Participants in Appendix B shall have any
partial Flight Duty Credit rounded up to the next whole number and such whole number shall be the Pilot Participant’s Flight
Duty Credit under this Appendix B.  As
noted above, however, in no event shall a Pilot Participant receive more than
five Flight Duty Credits under this Appendix B.


 


Example.  If a Pilot who is a Pilot Participant in this
Appendix B has 13.5 whole years of completed Flight Duty as of midnight on December 31,
2009, such Pilot Participant has earned three Flight Duty Credits plus an
additional 1.5 years of completed Flight Duty. 
Effective January 1, 2010, such Pilot will be deemed to have earned
four Flight Duty Credits (rounded up to the nearest whole year of Flight Duty
Credit).


 


(f)                                    “Normal Retirement Date”
shall mean, with respect to a Pilot Participant, the first of the month or next
following the Pilot Participant’s attainment of age 60.


 


21

















 


(g)                                 “Pilot” shall mean an
employee of the Company who regularly and continuously has either direct or
secondary responsibility for the operation of aircraft for the Company.


 


(h)                                 “Pilots’ Supplemental
Pension Benefit” shall mean the benefit provided pursuant to this Appendix
B.


 


(i)                                     “Social Security Supplement” shall mean an amount equal to the
difference between the primary insurance amount the Pilot Participant would
have received had he remained in
employment until age 65 minus either the amount of the monthly Social Security
benefit he actually receives or the amount of temporary income he receives
under the Qualified Pension Plan, whichever is applicable.


 


Effective January 1, 2010,
regardless of a Pilot Participant’s vested status or his or Flight Duty Credits, no Social Security Supplement shall be payable
from the Pilots’ Plan or from this Appendix B for any Pilot Participant who has
a Separation from Service on or after January 1, 2010.


 


V.                                     Pilot’s
Supplemental Pension Benefit.


 


(a)                                  The Pilot’s Supplemental
Pension Benefit for a Pilot Participant who is in pay status as of January 1,
2010 is identified in Schedule A below.


 


(b)                                 The Pilot’s Supplemental
Pension Benefit for a Pilot Participant who is employed on January 1, 2010
and who becomes entitled to a Supplemental Pension Benefit on his Normal
Retirement Date shall equal (1) minus (2) where:


 


(1)                                  Equals the monthly retirement income payable under the Qualified Pension
Plan the Pilot Participant would have received under the Qualified Pension Plan
if that amount was calculated by adding the number of Flight Duty Credits to
the Pilot Participant’s Years of Benefit Service under the Qualified Pension
Plan.


 


(2)                                  Equals the monthly retirement income actually payable under the Qualified
Pension Plan.


 


Each
Pilot Participant who is employed on January 1, 2010 has his number of
Flight Duty Credits as of January 1, 2010 reflected on Schedule B below.


 


(c)                                Early Retirement


 


A
Pilot Participant who has a Separation from Service on or after his Earliest
Retirement Date but prior to his Normal Retirement Date shall receive a monthly
Pilot’s Supplemental Pension Benefit as determined under Section V(b) except
such Pilot’s Supplemental Pension Benefit shall be reduced by 0.25% for each
month that his Benefit Commencement Date precedes his Normal Retirement Date.


 


22

















 


(d)                                 Separation from Service prior to Earliest Retirement Date


 


A Pilot Participant who has a
Separation from Service prior to his Earliest Retirement Date shall receive a
Pilot’s Supplemental Pension Plan in the form of a lump sum as determined under
Section V(b) except such Pilot’s Supplemental Pension Benefit shall
be reduced by 0.4 percent for each complete calendar month by which the date
that would have been his or her Earliest Retirement Date precedes his or her
Normal Retirement Date, then reduced actuarially to the Benefit Commencement
Date and converted to a lump sum, using the “applicable interest rate” and “applicable
mortality table” as such terms are defined in the definition of Actuarial
Equivalent found in the Qualified Retirement Plan (see Article One of the
Qualified Retirement Plan).


 


(d)                                 Delayed Retirement


 


A Pilot Participant who
retires from Flight Duty after his Normal Retirement Date shall receive a Pilot’s
Supplemental Pension Benefit as determined under Section V(b) except
such Pilot’s Supplemental Pension Benefit shall be reduced 1/24th for each month that his Benefit
Commencement Date occurs after his Normal Retirement Date.


 


VI.                               Distribution Events and Form of Payment.


 


The Pilot’s Supplemental Pension Benefit shall be
payable only upon Separation from Service or death as described herein.


 


(a)                                  Separation from Service on or after the Pilot Participant’s Earliest
Retirement Date


 


If a Pilot Participant has a
Separation from Service on or after his Earliest Retirement Date, the Pilot’s
Supplemental Pension Benefit shall be in the form of monthly annuity payments
commencing as described in Section VII below.  The Pilot Participant may choose between the
following annuities, provided that all the annuities must be Actuarially
Equivalent to a Single Life Annuity.


 


(i)                                     Single Life Annuity


(ii)                                  Joint and 50% Contingent Annuity


(iii)                               Joint and 75% Contingent Annuity


(iv)                              Joint and 100% Contingent Annuity


 


The Pilot Participant must
elect the annuity form no earlier than 180 days before the date the Pilot’s
Supplemental Pension Benefit commences. A married Pilot Participant’s spouse
must consent in writing to the form of annuity elected.  If no timely election is made, a married
Pilot Participant shall receive a Joint and 50% Contingent Annuity and an
unmarried Pilot Participant shall receive a Single Life Annuity.  The election of the annuity form is
irrevocable as of the date benefits commence.


 


23

















 


Notwithstanding the foregoing,
if the Pilot’s Supplemental Pension Benefit, as calculated in the form of a
Single Life Annuity, is less than $50 per month, then the Actuarial Equivalent
of the Pilot’s Supplemental Pension Benefit shall be paid in a lump sum.


 


(b)                                 Separation from Service prior to the Pilot Participant’s Earliest
Retirement Date


 


If a Pilot Participant has a
Separation from Service prior to his Earliest Retirement Date, the Pilot’s
Supplemental Pension Benefit shall be in a single lump sum commencing as
described in Section VII below.


 


(c)                                  Death


 


The survivor benefit payable
in the event of a Pilot Participant’s death shall be as described in Section VIII
below.


 


VII                                Timing of payment.


 


(a)                                  Separation from Service on or after the Pilot Participant’s Earliest
Retirement Date


 


If a Pilot Participant has a
Separation from Service on or after his Earliest Retirement Date, the monthly
payments provided under this Plan shall be determined as of the Pilot
Participant’s Benefit Commencement Date and shall begin within 90 days from the
Pilot Participant’s Separation from Service. 
For lump sum payments of small amounts as described in Section VI
above, the payment shall be made within 90 days from the Pilot Participant’s
Separation from Service.


 


(b)                                 Separation
from Service prior to the Pilot Participant’s Earliest Retirement Date


 


If a
Pilot Participant has a Separation from Service prior to his Earliest
Retirement Date, the Pilot’s Supplemental Pension Benefit shall be in a single
lump sum within 90 days from the Pilot Participant’s Separation from Service.


 


(c)                                  Exception for Specified Employees


 


Notwithstanding the foregoing,
the Pilot’s Supplemental Pension Benefit of a Specified Employee shall commence
on the first day of the seventh month following the month in which the
Specified Employee has a Separation from Service, if vested.  With the first payment to the Specified
Employee, the payments for the prior months shall also be paid; however, no
interest shall be due.


 


24

















 


VIII.                         Death.


 


(a)                                  Death after benefits
commence


 


If
a Pilot Participant who is receiving a monthly annuity dies, the Pilot
Participant’s Beneficiary shall be entitled to the survivor benefit, if any,
consistent with the form of annuity elected by the Pilot Participant.  For example, if the Pilot Participant elected
a Joint and 50% Contingent Annuity, the Beneficiary shall continue to receive
monthly payments equal to 50% of the payments received by the Pilot Participant
for the Beneficiary’s life.  If the Pilot
Participant had elected a Single Life Annuity, there shall be no additional
benefit payable to the Beneficiary or any other person.


 


If
a Pilot Participant has received a lump sum, there shall be no additional
payments to a Beneficiary or any other person in the event of the Pilot
Participant’s death.


 


(b)                                 Pre-Separation Survivor’s
Benefit


 


If
a married Pilot Participant dies on or after his Earliest Retirement Date and
prior to Separation from Service, his surviving spouse, if any, shall receive a
survivor benefit as described in this section. 
If an unmarried Pilot Participant dies on or after his Earliest Retirement
Date but prior to Separation from Service and has made an election described
below to name a Beneficiary, such Beneficiary shall receive a survivor benefit
as described in this section.


 


The
survivor benefit attributable to the Pilot’s
Supplemental Pension Benefit shall commence on the first day of the
month following the Pilot Participant’s death and shall end on the death of the
Pilot Participant’s spouse (if married) or designated Beneficiary (if
unmarried).


 


The
survivor annuity based on the Pilot’s
Supplemental Pension Benefit shall be equal a monthly 50% survivor
annuity that would have been payable to the surviving spouse or Beneficiary if
the Pilot Participant:


 


(1)                                  had a Separation from
Service on the date of death; and


 


(1)                                  elected to have his benefits
paid in the form of a Joint and 50% Contingent Annuity


 


At
any time on or after the Pilot’s Participant’s Earliest Retirement Date, the
Pilot Participant may elect an optional form of survivor benefit, consisting of
either a 100% survivor annuity or a 75% survivor annuity.  Such survivor annuity shall be calculated as
described above, except that 100% or 75%, as applicable, shall be substituted
for 50%.


 


At
any time on or after an unmarried Pilot Participant’s Earliest Retirement Date,
the unmarried Pilot Participant may make an election for a specified
Beneficiary 


 


25

















 


to
receive a survivor annuity under this section, provided the unmarried
Participant has a vested benefit under the Qualified Retirement Plan.  Such Pilot Participant may also elect an
optional form of survivor benefit, consisting of either a 100% survivor annuity
or a 75% survivor annuity.  Such survivor
annuity shall be calculated as described above, except that 100% or 75%, as
applicable, shall be substituted for 50%.


 


If
an unmarried Pilot Participant’s Beneficiary is his or her estate or the
unmarried Pilot Participant fails to designate a Beneficiary, no death benefit
attributable to the Pilot’s Supplemental
Pension Benefit shall be paid


 


(c)                                  Death prior to Earliest Retirement
Date


 


If
a married Pilot Participant dies prior to his Earliest Retirement Date and
prior to Separation from Service and has a vested benefit under the Qualified
Pension Plan, his surviving spouse, if any, shall receive a survivor benefit as
calculated in Section VIII(b) above. 
Such survivor annuity shall be paid as a 50% survivor annuity (not a 75%
or 100% survivor annuity) and shall commence on the first day of the month
following the month in which the Pilot Participant would have attained his Earliest
Retirement Date.  No death benefit shall
be paid to an unmarried Pilot Participant who dies prior to his Earliest
Retirement Date.


 


IX.                                Forfeitability of Pilot’s Supplemental Pension Benefit.


 


All
rights to the Pilot’s Supplemental Pension Benefit shall be forfeited if a
Pilot Participant either terminates employment with the Employer or Separates
from Service prior to completing three Years of Vesting Service, except in the
case of death.  If a Pilot Participant
dies prior to Separation from Service, a survivor benefit shall be payable as
provided in Section VIII.


 


X.                                    No Need to Retire from Flight Duty.


 


Prior to January 1, 2010,
a Pilot Participant was eligible for a benefit under this Plan only if the
Pilot Participant had a Separation from Service on or after his Earliest
Retirement Date and the Pilot Participant retired from Flight Duty.  Under this Appendix B, a Pilot Participant is
eligible for a benefit under this Plan if the Pilot Participant completes three
Years of Vesting Service before his Separation from Service.


 


* * *
* * * * * * * * * *


 


SCHEDULE
A — PILOT PARTICIPANTS IN PAY STATUS


 


The following Pilot
Participants were in pay status as of January 1, 2010:


 


	
  Name

  	
   

  	
  Amount of

  Monthly

  Benefit

  	
   

  	
  Type of
  Annuity

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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* * *
* * * * * * * * * *


 


SCHEDULE
B — FLIGHT DUTY CREDITS


 


As of January 1, 2010, a
Pilot Participant shall have the following Flight Duty Credits (after rounding
up Flight Duty Credits as described in Section IV(b) above).


 


	
  Name

  	
   

  	
  Amount of

  Flight Duty

  Credits

  	
   

  	
  100% Vested or Years of

  Vesting Service Earned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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