Exhibit 10.1


 


THE COCA-COLA COMPANY


 


1999 STOCK OPTION PLAN


 


AMENDED THROUGH JULY 20, 2005


 


Section 1.   Purpose


 


The purpose of The Coca-Cola Company 1999 Stock Option Plan (the “Plan”)
is to advance the interest of The Coca-Cola Company (the “Company”) and its
Related Companies (as defined in Section 2) by encouraging and enabling
the acquisition of a financial interest in the Company by officers and other
key employees of the Company or its Related Companies. In addition, the Plan is
intended to aid the Company and its Related Companies in attracting and
retaining key employees, to stimulate the efforts of such employees and to
strengthen their desire to remain in the employ of the Company and its Related
Companies.  Also, the Plan is intended to
help the Company and its Related Companies, in certain instances, to attract
and compensate consultants to perform key services.


 


Section 2.   Definitions


 


“Business Day” means a day on which the New York Stock Exchange is open
for securities trading.


 


 “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 Securities
Exchange Act of 1934 (“1934 Act”) as in effect on January 1, 1999,
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 1934 Act), is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act as in effect on January 1,
1999) 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 (2) 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 KO Common Stock (as defined below) 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; 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 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; 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.


 


“Committee” means a committee appointed by the Board of Directors in
accordance with the Company’s By-Laws from among its members.


 


“Disabled” or “Disability” means the optionee meets the definition of “disabled”
under the terms of the Company’s Long Term Disability Income Plan in effect on
the date in question, whether or not the optionee is covered by such plan.


 


“ISO” means an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended.


 


“KO Common Stock” means The Coca-Cola Company Common Stock, par value
$.25 per share.


 


“Majority-Owned Related Company” means a Related Company in which the
Company owns, directly or indirectly, 50% or more of the voting stock or
capital on the date an Option is granted.


 


“NSO” means a stock option that does not constitute an ISO.


 


“Options” means ISOs and NSOs granted under this Plan.


 


“Related Company” or “Related Companies” means corporation(s) or other
business organization(s) in which the Company owns, directly or indirectly, 20%
or more of the voting stock or capital at the relevant time.


 





















 


“Retire” means to enter Retirement.


 


“Retirement” means an employee’s termination of employment on a date
which is on or after the earliest date on which such employee would be eligible
for an immediately payable benefit pursuant to (i) for those employees
eligible for participation in the Company’s Supplemental Retirement Plan, the
terms of that Plan and (ii) for all other employees, the terms of the
Employee Retirement Plan (the “ERP”), whether or not the employee is covered by
the ERP.


 


Section 3.   Options


 


The Company may grant ISOs and NSOs to those persons meeting the
eligibility requirements in Section 6(a) and NSOs to those persons
meeting the eligibility requirements in Sections 6(b) and 6(c).


 


Section 4.   Administration


 


The Plan shall be administered by the Committee. No person, other than
members of the Committee, shall have any discretion concerning decisions
regarding the Plan. The Committee shall determine the key employees of the
Company and its Related Companies (including officers, whether or not they are
directors) and consultants to whom, and the time or times at which, Options
will be granted; the number of shares to be subject to each Option; the
duration of each Option; the time or times within which the Option may be
exercised; the cancellation of the Option (with the consent of the holder
thereof); and the other conditions of the grant of the Option, at grant or
while outstanding, pursuant to the terms of the Plan. The provisions and
conditions of the Options need not be the same with respect to each optionee or
with respect to each Option.


 


The Committee may, subject to the provisions of the Plan, establish
such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan, and may make determinations and may take
such other action in connection with or in relation to the Plan as it deems
necessary or advisable. Each determination or other action made or taken
pursuant to the Plan, including interpretation of the Plan and the specific
conditions and provisions of the Options granted hereunder by the Committee,
shall be final and conclusive for all purposes and upon all persons including,
but without limitation, the Company, its Related Companies, the Committee, the
Board, officers and the affected employees and consultants to the Company
and/or its Related Companies, optionees and the respective successors in
interest of any of the foregoing.


 


Section 5.   Stock


 


The KO Common Stock to be issued, transferred and/or sold under the
Plan shall be made available from authorized and unissued KO Common Stock or
from the Company’s treasury shares. The total number of shares of KO Common
Stock that may be issued or transferred under the Plan pursuant to Options
granted thereunder may not exceed 120,000,000 shares (subject to adjustment as
described below). Such number of shares shall be subject to adjustment in
accordance with Section 5 and Section 11. KO Common Stock subject to
any unexercised portion of an Option which expires or is canceled, surrendered
or terminated for any reason may again be subject to Options granted under the
Plan.


 


Section 6.   Eligibility


 


Options may be granted to


 


(a)   employees
of the Company and its Majority-Owned Related Companies,


 


(b)   particular
employee(s) of a Related Company, who within the past eighteen (18) months were
employee(s) of the Company or a Majority-Owned Related Company, and in rare
instances to be determined by the Committee in its sole discretion, employees
of a Related Company who have not been employees of the Company or a Majority-Owned
Related Company within the past eighteen (18) months, and


 


(c)   consultants
providing key services to the Company or its Related Companies (provided that
consultants are natural persons and are not former employees of the Company or
any Related Company, and that consultants shall be eligible to receive only
NSOs and shall not be eligible to receive ISOs).


 


No person shall be granted the right to acquire, pursuant to Options
granted under the Plan, more than 5 % of the aggregate number of shares of KO
Common Stock originally authorized under the Plan, as adjusted pursuant to Section 11.


 





















 


Section 7.   Awards of
Options


 


Except as otherwise specifically provided in this Plan, Options granted
pursuant to the Plan shall be subject to the following terms and conditions:


 


(a)  Option Price.   The option price shall be 100% of the fair
market value of the KO Common Stock on the date of grant. The fair market value
of a share of KO Common Stock shall be the average of the high and low market
prices at which a share of KO Common Stock shall have been sold on the date of
grant, or on the next preceding trading day if such date was not a trading
date, as reported on the New York Stock Exchange Composite Transactions
listing.


 


(b)  Payment.   The option price shall be paid in full at
the time of exercise, except as provided in the next sentence. If an exercise
is executed by Merrill Lynch, Pierce, Fenner & Smith using the
cashless method, the exercise price shall be paid in full no later than the
close of business on the third Business Day following the exercise.


 


Payment may be in cash or, upon conditions
established by the Committee, by delivery of shares of KO Common Stock owned
for at least six (6) months by the optionee.


 


The optionee, if a U.S. taxpayer, may elect
to satisfy Federal, state and local income tax liabilities due by reason of the
exercise by the withholding of shares of KO Common Stock.


 


If shares are delivered to pay the option
price or if shares are withheld for U.S. taxpayers to satisfy such tax liabilities,
the value of the shares delivered or withheld shall be computed on the basis of
the reported market price at which a share of KO Common Stock most recently
traded prior to the time the exercise order was processed. Such price will be
determined by reference to the New York Stock Exchange Composite Transactions
listing.


 


(c)  Exercise May Be Delayed Until
Withholding is Satisfied.   The Company
may refuse to exercise an Option if the optionee has not made arrangements
satisfactory to the Company to satisfy the tax withholding which the Company
determines is necessary to comply with applicable requirements.


 


(d)  Duration of Options.   The duration of Options shall be determined
by the Committee, but in no event shall the duration of an ISO exceed ten (10) years
from the date of its grant or the duration of an NSO exceed fifteen (15) years
from the date of its grant.


 


(e)  Other Terms and Conditions.   Options may contain such other provisions,
not inconsistent with the provisions of the Plan, as the Committee shall
determine appropriate from time to time, including vesting provisions;
provided, however, that, except in the event of a Change in Control or the
Disability or death of the optionee, no grant shall provide that an Option
shall be exercisable in whole or in part for a period of twelve (12) months
from the date on which the Option is granted. The grant of an Option to any
employee shall not affect in any way the right of the Company and any Related
Company to terminate the employment of such employee.  The grant of an Option to any consultant
shall not affect in any way the right of the Company and any Related Company to
terminate the services of such consultant.


 


(f)  ISOs.   The Committee, with respect to each grant of
an Option to an optionee, shall determine whether such Option shall be an ISO,
and, upon determining that an Option shall be an ISO, shall designate it as
such in the written instrument evidencing such Option. If the written
instrument evidencing an Option does not contain a designation that it is an
ISO, it shall not be an ISO.


 


The aggregate fair market value (determined
in each instance on the date on which an ISO is granted) of the KO Common Stock
with respect to which ISOs are first exercisable by any optionee in any calendar
year shall not exceed $100,000 for such optionee. If any subsidiary or
Majority-Owned Related Company of the Company shall adopt a stock option plan
under which options constituting ISOs may be granted, the fair market value of
the stock on which any such incentive stock options are granted and the times
at which such incentive stock options will first become exercisable shall be
taken into account in determining the maximum amount of ISOs which may be
granted to the optionee under this Plan in any calendar year.


 


(g)  Deferral of Gains. Gains associated
with any exercise of Options shall be eligible for deferral in accordance with
the terms and subject to the conditions of The Coca-Cola Company Deferred
Compensation Plan.


 





















 


Section 8.   Nontransferability
of Options


 


No Option granted pursuant to the Plan shall be transferable otherwise
than by will or by the laws of descent and distribution. During the lifetime of
an optionee, the Option shall be exercisable only by the optionee personally or
by the optionee’s legal representative.


 


Section 9.     Effect
of Termination of Employment, Other Changes of Employment or Employer Status,
Death, Retirement or a Change in Control


 


(a)  For Employees.  For
optionees who are employees of the Company or its Related Companies on the date
of grant, the following provisions shall apply:


 


 


	
  Event

  	
   

  	
  Impact on Vesting

  	
   

  	
  Impact on Exercise Period

  
	
  Employment terminates upon Disability

  	
   

  	
  All options become immediately vested

  	
   

  	
  Option expiration date provided in grant continues to apply

  
	
  Employment terminates upon Retirement

  	
   

  	
  Options held at least 12 full calendar months become immediately
  vested; options held less than 12 full calendar months are forfeited

  	
   

  	
  Option expiration date provided in grant continues to apply

  
	
  Employment terminates upon death

  	
   

  	
  All options become immediately vested

  	
   

  	
  Right of executor, administrator of estate (or other transferee
  permitted by Section 8) terminates on earlier of (1) 12 months from
  the date of death, or (2) the expiration date provided in the Option

  
	
  Employment terminates upon Change in Control

  	
   

  	
  All options become immediately vested

  	
   

  	
  Option expiration date provided in grant continues to apply

  
	
  Termination of employment for other reasons (Optionees should be
  aware that the receipt of severance does not extend their termination date)

  	
   

  	
  Unvested options are forfeited

  	
   

  	
  Expires upon earlier of 6 months from termination date or option
  expiration date provided in grant

  
	
  US military leave

  	
   

  	
  Vesting continues during leave

  	
   

  	
  Option expiration date provided in grant continues to apply

  
	
  Eleemosynary service

  	
   

  	
  Committee’s discretion

  	
   

  	
  Committee’s discretion

  
	
  US FMLA leave of absence

  	
   

  	
  Vesting continues during leave

  	
   

  	
  Option expiration date provided in grant continues to apply

  
	
  Company investment in optionee’s employer falls under 20% (this
  constitutes a termination of employment under the Plan, effective the date
  the investment falls below 20%)

  	
   

  	
  Unvested options are forfeited

  	
   

  	
  Expires upon earlier of 6 months from termination date or option
  expiration date provided in grant

  
	
  OR

  	
   

  	
   

  	
   

  	
   

  
	
  employment is transferred to an entity in which the Company’s
  ownership interest is less than 20%

  	
   

  	
   

  	
   

  	
   

  
	
  Employment transferred to Related Company

  	
   

  	
  Vesting continues after transfer

  	
   

  	
  Option expiration date provided in grant continues to apply

  
	
  Death after employment has terminated but before option has expired
  (note that termination of employment may have resulted in a change to the
  original option expiration date provided in the grant)

  	
   

  	
  Not applicable

  	
   

  	
  Right of executor, administrator of estate (or other transferee
  permitted by Section 8) terminates on earlier of (1) 12 months from
  the date of death, or (2) the Option expiration that applied at the date
  of death (note that termination of employment may have resulted in a change to
  the original option expiration date provided in the grant)

  



 





















 


In the case of other leaves of absence not specified above, optionees
will be deemed to have terminated employment (so that options unvested will
expire and the option exercise period will end on the earlier of 6 months from
the date the leave began or the option expiration date provided in the grant),
unless the Committee identifies a valid business interest in doing otherwise in
which case it may specify what provisions it deems appropriate in its sole discretion;
provided that the Committee shall have no obligation to consider any such
matters.


 


(b)  For
Consultants.  For optionees who are
consultants, the provisions relating to changes of work assignment, death,
disability, Change in Control, or any other provision of an option shall be
determined by the Committee at the date of the grant.


 


(c)  Committee
Retains Discretion To Establish Different Terms Than Those Provided in Sections
9(a) or 9(b).  Notwithstanding the
foregoing provisions, the Committee may, in its sole discretion, establish
different terms and conditions pertaining to the effect of an optionee’s
termination on the expiration or exercisability of Options at the time of grant
or (with the consent of the affected optionee) outstanding Options. However, no
Option can have a term of more than fifteen years.


 


Section 10.   No Rights as a
Share Owner


 


An optionee or a transferee of an optionee pursuant to Section 8
shall have no right as a share owner with respect to any KO Common Stock
covered by an Option or receivable upon the exercise of an Option until the
optionee or transferee shall have become the holder of record of such KO Common
Stock, and no adjustments shall be made for dividends in cash or other property
or other distributions or rights in respect to such KO Common Stock for which
the record date is prior to the date on which the optionee or transferee shall
have in fact become the holder of record of the share of KO Common Stock
acquired pursuant to the Option.


 


Section 11.  
Adjustment in the Number of Shares and in Option Price


 


In the event there is any change in the shares of KO Common Stock
through the declaration of stock dividends, or stock splits or through
recapitalization or merger or consolidation or combination of shares or
spin-offs or otherwise, the Committee or the Board shall make such adjustment,
if any, as it may deem appropriate in the number of shares of KO Common Stock
available for Options as well as the number of shares of KO Common Stock
subject to any outstanding Option and the option price thereof. Any such
adjustment may provide for the elimination of any fractional shares which might
otherwise become subject to any Option without payment therefor.


 


Section 12.   Amendments,
Modifications and Termination of the Plan


 


The Board or the Committee may terminate the Plan at any time. From
time to time, the Board or the Committee may suspend the Plan, in whole or in
part. From time to time, the Board or the Committee may amend the Plan, in
whole or in part, including the adoption of amendments deemed necessary or
desirable to qualify the Options under the laws of various countries (including
tax laws) and under rules and regulations promulgated by the Securities
and Exchange Commission with respect to optionees who are subject to the
provisions of Section 16 of the 1934 Act, or to correct any defect or
supply an omission or reconcile any inconsistency in the Plan or in any Option
granted thereunder, or for any other purpose or to any effect permitted by
applicable laws and regulations, without the approval of the share owners of
the Company. However, in no event may additional shares of KO Common Stock be
allocated to the Plan or any outstanding option be repriced or replaced without
share-owner approval. Without limiting the foregoing, the Board of Directors or
the Committee may make amendments applicable or inapplicable only to
participants who are subject to Section 16 of the 1934 Act.


 


No amendment or termination or modification of the Plan shall in any
manner affect any Option theretofore granted without the consent of the
optionee, except that the Committee may amend or modify the Plan in a manner
that does affect Options theretofore granted upon a finding by the Committee
that such amendment or modification is in the best interest of holders of
outstanding Options affected thereby. Grants of ISOs may be made under this
Plan until February 18, 2009 or such earlier date as this Plan is
terminated, and grants of NSOs may be made until all of the 120,000,000 shares of KO Common Stock authorized for issuance hereunder
(adjusted as provided in Sections 5 and 11) have been issued or until this Plan
is terminated, whichever first occurs. The Plan shall terminate when there are
no longer Options outstanding under the Plan, unless earlier terminated by the
Board or by the Committee.


 


Section 13.   Governing Law


 


The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.