Exhibit 10.2


 


THE COCA-COLA COMPANY


 


2002 STOCK OPTION PLAN


 


Section 1.   Purpose


 


The purpose of The Coca-Cola Company 2002 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, as amended (“1934
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 1934
Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the 1934 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 (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.


 


“Board” means the Board of Directors of the Company.


 


“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 a condition for which a Participant
becomes eligible for 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, whether
or not the optionee is covered by such plans.


 


“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 common stock of The
Coca-Cola Company, 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 or SAR 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.  Notwithstanding the above, if an employee
receiving severance

payment(s) would have been eligible for Retirement as defined above had the
employee continued his employment for a period equal to the period of the
proposed severance payment(s), the employee will be deemed retired under this
plan as of the date severance begins.


 


“SAR” means stock appreciation rights granted under this Plan.  An SAR entitles the Participant to receive,
in KO Common Stock, value equal to the excess of: a) the fair market value of a
specified number of shares of KO Common Stock at the time of exercise; over b)
an exercise price established by the Committee.


 


Section 3.   Options and
SARs


 


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).


 


The Company may grant SARs to any persons meeting the eligibility
requirements in Sections 6(a), (b) and (c).


 


An individual who is granted an Option and/or an SAR shall be referred
to herein as an “optionee.”


 


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 and
SARs will be granted; the number of shares to be subject to each Option and
SAR; the duration of each Option and SAR; the time or times within which the
Option or SAR may be exercised; the cancellation of the Option or SAR (with the
consent of the holder thereof); and the other conditions of the grant of the
Option or SAR, at grant or while outstanding, pursuant to the terms of the
Plan. The provisions and conditions of the Options or SARs need not be the same
with respect to each optionee or with respect to each Option or SAR.


 


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 and SARs 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 or
SARs granted thereunder may not exceed 120,000,000 shares (subject to
adjustment as described below); provided, however, that in no event shall the
number of shares of KO 


 





















 


Common Stock that may be issued, transferred or sold under the Plan
exceed 5% of the number of shares of KO Common Stock outstanding on a given
date.  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 or SAR which
expires or is canceled, surrendered or terminated for any reason may again be
subject to Options or SARs granted under the Plan.


 


Section 6.   Eligibility


 


Options and/or SARs 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 at 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 or
SARs 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.  No option or SAR shall be exercisable unless
the employee properly, timely and unconditionally executes (by any means
approved by the plan administrator) a stock option agreement provided in
connection with the stock option or SAR award.


 


Section 7.   Awards of
Options and SARs


 


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


 


(a)  Option Price and Exercise
Price.   The option price (for NSOs and
ISOs) and the exercise price (for SARs) shall be no less than 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.  If necessary to comply with
foreign laws, the Committee may, at its sole discretion, grant Options and SARs
at an option price or exercise price less than 100% of the fair market value of
the KO Common Stock on the date of grant.


 


(b)  Payment of Option Price.   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 the plan administrator 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 by
the optionee for at least six (6) months prior to the date of exercise.


 


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 recognize the exercise of an Option or SAR 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 and SARs.   The duration of Options and SARs 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
or SAR exceed fifteen (15) years from the date of its grant.


 


(e) Vesting.  Options and SARs shall contain such vesting
terms as are determined by the Committee, at its sole discretion, including,
without limitation, vesting upon the achievement of certain specified
performance targets.  In the event that
no vesting determination is made by the Committee, Options and SARs shall vest
as follows: (1) 25% on the first anniversary of the date of the grant; (2) 25%
on the second anniversary of the date of the grant; (3) 25% on the third
anniversary of the date of the grant; and (4) 25% on the fourth
anniversary of the date of the grant.


 


(f)  Other Terms and Conditions.   Options and SARs may contain such other
provisions, not inconsistent with the provisions of the Plan, as the Committee
shall determine appropriate from time to time; provided, however, that, except
in the event of a Change in Control, Retirement, Disability or death of the
optionee, no grant shall provide that an Option or SAR shall be exercisable in
whole or in part for a period of twelve (12) months from the date on which the
Option or SAR is granted. The grant of an Option or SAR 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 or SAR 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.


 


(g)  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 (or such other time
limit as may be required by the Internal Revenue Code of 1986, as amended). 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.


 


(h)  Deferral of Gains. Gains associated
with any exercise of Options and SARs 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 and SARs


 


No Option or SAR 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 or SAR 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 Employee Status,
Death, Retirement, or a Change in Control


 


(c)  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 and SARs become immediately vested.

  	
  Option/SAR expiration date provided in grant continues to apply.

  
	
  Employment terminates upon Retirement.

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

  	
  Option/SAR expiration date provided in grant continues to apply.

  
	
  Employment terminates upon death.

  	
  All Options and SARs become immediately vested.

  	
  Right of executor, administrator of estate (or other transferee
  permitted by Section 8) to exercise Options and SARs terminates on
  earlier of (1) 12 months from the date of death, or (2) the
  Option/SAR expiration date provided in the grant continues to apply.

  
	
  Employment terminates upon Change in Control.

  	
  All Options and SARs become immediately vested.

  	
  Option/SAR expiration date provided in grant continues to apply.

  
	
  Termination of employment where optionee receives severance
  payment(s).

  	
  Unvested Options and SARs are forfeited.

  	
  Options/SARs expire upon the earlier of (1) the end of the
  severance period, but not less than 6 months from the termination date, or
  (2) the Option/SAR expiration date provided in the grant.

  
	
  Termination of employment where optionee does not receive severance
  payment(s).

  	
  Unvested Options and SARs are forfeited.

  	
  Expires upon earlier of (1) 6 months from termination date, or
  (2) the Option/SAR expiration date provided in the grant.

  
	
  US military leave.

  	
  Vesting continues during leave.

  	
  The Option/SAR expiration date provided in the grant continues to
  apply.

  
	
  Eleemosynary service.

  	
  Committee’s discretion.

  	
  Committee’s discretion.

  
	
  US
  FMLA leave of absence

  	
  Vesting
  continues during leave.

  	
  The
  Option/SAR expiration date provided in the grant continues to apply.

  
	
  Optionee’s employer is no longer a Related Company (this constitutes
  a termination of employment under the Plan, effective the date the Company’s
  investment falls below 20%).

  	
  Unvested Options and SARs are forfeited.

  	
  Expires upon earlier of (1) 6 months from termination date or
  (2) Option/SAR expiration date provided in the grant.

  
	
  Employment transferred to Related Company.

  	
  Vesting continues after transfer.

  	
  The Option/SAR expiration date provided in the grant continues to
  apply.

  
	
  Death
  after employment has terminated but before option has expired. Note:
  Termination of employment may have resulted in a change to the original
  Option/SAR 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/SAR expiration date that applied at the date of
  death.

  



 


In the case of other leaves of absence not specified above, optionees
will be deemed to have terminated employment (so that Options and SARs unvested
will expire and the option/SAR 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 at
its sole discretion; provided that the Committee shall have no obligation to
consider any such matters.


 





















 


(d)  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 or SAR 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, at its sole discretion, establish different terms and conditions
pertaining to the effect of an optionee’s termination on the expiration or
exercisability of Options and SARs at the time of grant or (with the consent of
the affected optionee) on the expiration or exercisability of outstanding
Options and SARs. However, no Option or SAR 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 SAR or receivable upon the exercise of an Option or
SAR, until the optionee or transferee shall have become the holder of record of
such KO Common Stock.  No adjustments
shall be made for dividends in cash or other property or other distributions or
rights in respect to such KO Common Stock covered by any Option or SAR for
which the record date is prior to the date on which the optionee or transferee
shall have in fact become the holder.


 


Section 11.   Adjustment in
the Number of Shares and in Option and Exercise 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
and SARs as well as the number of shares of KO Common Stock subject to any
outstanding Option or SAR and the option price or exercise price thereof. Any
such adjustment may provide for the elimination of any fractional shares, which
might otherwise become subject to any Option or SAR, 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 or SARs 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
or SAR 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 or SAR be repriced or replaced
without share-owner approval. Without limiting the foregoing, the Board 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 or SAR 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 and SARs theretofore granted upon a finding by the
Committee that such amendment or modification is in the best interest of
holders of outstanding Options and SARs affected thereby. Grants of ISOs may be
made under this Plan until April 17, 2012 or such earlier date as this
Plan is terminated, and grants of NSOs and SARs 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 or SARs 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.