Exhibit 10.3


 


THE COCA-COLA COMPANY


 


1989 RESTRICTED STOCK AWARD PLAN
 (As Amended
through July 20, 2005)


 


Section 1.              Purpose


 


The purpose of the 1989 Restricted Stock Award Plan of The Coca-Cola
Company (the “Plan”) is to advance the interest of The Coca-Cola Company (the “Company”)
and its Related Companies (as defined in Section 4 hereof), by encouraging
and enabling the acquisition of a financial interest in the Company by officers
and other key employees through grants of restricted shares of Company Common
Stock (the “Awards”, or singly, an “Award”). 
The Plan is intended to aid the Company and its Related Companies in
retaining officers and 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.  In addition,
the Plan may also aid in attracting officers and key employees who will become
eligible to participate in the Plan after a reasonable period of employment by
the Company or its Related Companies.


 


Section 2.              Administration


 


The Plan shall be administered by a committee (the “Committee”)
appointed by the Board of Directors of the Company (the “Board”) or in
accordance with Section 7, Article III of the By-Laws of the Company
(as amended through October 17, 1996) from among its members and shall be
comprised of not less than three (3) members of the Board.  The Committee shall determine the officers
and key employees of the Company and its Related Companies (including officers,
whether or not they are directors) to whom, and the time or times at which,
Awards will be granted, the number of shares to be awarded, the time or times
within which the Awards may be subject to forfeiture, and all other conditions
of the Award.  The provisions of the
Awards need not be the same with respect to each recipient.


 


The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary or advisable
for the proper administration of the Plan and to take such other action in
connection with or in relation to the Plan as it deems necessary or
advisable.  Each action made or taken
pursuant to the Plan, including interpretation of the Plan and the Awards
granted hereunder by the Committee, shall be final and conclusive for all
purposes and upon all persons, including, without limitation, the Company and
its Related Companies, the Committee, the Board, the Officers and the affected
employees of the Company and/or its Related Companies and their respective
successors in interest.


 


Section 3.              Stock


 


The stock to be issued under
the Plan pursuant to Awards shall be shares of Common Stock, $.25 par value, of
the Company (the “Stock”).  The Stock
shall be made available from treasury or authorized and unissued shares of
Common Stock of the Company.  The total
number of shares of Stock that may be issued pursuant to Awards under the Plan,
including those already issued, may not exceed 40,000,000 shares (subject to
adjustment in accordance with Section 8), which number represents the
number of shares originally authorized in the Plan, adjusted for 2-for-1 stock
splits which occurred on May 1, 1990, May 1, 1992 and May 1,
1996, less the number of shares already issued pursuant to the Plan as of October 1,
1996.  Shares of Stock previously granted
pursuant to Awards, but which are forfeited pursuant to Section 5, below,
shall be available for future Awards.


 


Section 4.              Eligibility


 


Awards may be granted to
officers and key employees of the Company and its Related Companies who have been
employed by the Company or a Related (but only if the Related Company is one in
which the Company owns on the grant date, directly or indirectly, either (i) 50%
or more of the voting stock or capital where such entity is not publicly held,
or (ii) an interest which causes the Related Company’s financial results
to be consolidated with the Company’s financial results for financial reporting
purposes) for a reasonable period of time determined by the Committee.  The term “Related Company” shall mean any corporation
or other business organization in which the Company owns, directly or
indirectly, 20 percent or more of the voting stock or capital at the applicable
time.  No employee shall acquire pursuant
to Awards granted under the Plan more than twenty (20) percent of the aggregate
number of shares of Stock issuable pursuant to Awards under the Plan.


 


 





















 


Section 5.              Awards


 


Except as otherwise specifically provided in the grant of an Award,
Awards shall be granted solely for services rendered to the Company or any
Related Company by the employee prior to the date of the grant and shall be
subject to the following terms and conditions:


 


(a)           The
Stock subject to an Award shall be forfeited to the Company if the employment
of the employee by the Company or Related Company terminates for any reason
(including, but not limited to, termination by the Company, with or without
cause) other than death, “Retirement”, as hereinafter defined, provided that
such Retirement occurs at least five (5) years from the date of grant of
an Award and also provided that the employee has attained the age of 62, or
disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended), prior to a “Change in Control” of the
Company as hereinafter defined.  “Retirement”,
as used herein, shall mean an employee’s voluntarily leaving the employ of the
Company or a Related Company 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 Employees Retirement Plan (the “ERP”)
assuming such employees were eligible to participate in the ERP.


 


(b)           If at any time the
recipient Retires on a date which is at least five (5) years from the date
of grant of an Award and on or after the date on which the employee has
attained the age of 62, dies or becomes disabled, or in the event of a “Change
in Control” of the Company, as hereinafter defined, prior to such Retirement,
death or disability, such recipient shall be entitled to retain the number of
shares subject to the Award.  A “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 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as in effect on November 15, 1988, 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) 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 shareholders 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;
or (iv) the shareholders of the Company approve any merger or
consolidation to which the Company is a party as a result of which the persons
who were shareholders 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 time as a Change in Control would otherwise be deemed to have
occurred, the Board of Directors determines otherwise.


 


(c)           Awards may contain such
other provisions, not inconsistent with the provisions of the Plan, as the
Committee shall determine appropriate from time to time.


 


(d)           The receipt of stock
subject to an Award shall be eligible for deferral in accordance with the terms
and subject to the conditions of The Coca-Cola Company Deferred Compensation
Plan.


 


Section 6.              Nontransferability
of Awards


 


Shares of Stock subject to Awards shall not be transferable and shall
not be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of at any time prior to the first to occur of Retirement on a date
which is at least five (5) years from the date of grant of an Award and on
or after the date on which the employee has attained the age of 62, death or
disability of the recipient of an Award or a Change in Control.


 


Section 7.              Rights
as a Stockholder


 


An employee who receives an Award shall have rights as a stockholder
with respect to Stock covered by such Award to receive dividends in cash or
other property or other distributions or rights in respect to such Stock and to
vote such Stock as the record owner thereof.


 





















 


Section 8.              Adjustment
in the Number of Shares Awarded


 


In the event there is any change in the Stock through the declaration
of stock dividends, through stock splits or through recapitalization or merger
or consolidation or combination of shares or otherwise, the Committee or the
Board shall make such adjustment, if any, as it may deem appropriate in the
number of shares of Stock thereafter available for Awards.


 


Section 9.              Taxes


 


(a)           If any employee
properly elects, within thirty (30) days of the date on which an Award is
granted, to include in gross income for federal income tax purposes an amount
equal to the fair market value (on the date of grant of the Award) of the Stock
subject to the Award, such employee shall make arrangements satisfactory to the
Committee to pay to the Company in the year of such Award, any federal, state
or local taxes required to be withheld with respect to such shares.  If such employee shall fail to make such tax
payments as are required, the Company and its Related Companies shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to the employee any federal, state or local taxes of any kind
required by law to be withheld with respect to the Stock subject to such Award.


 


(b)           Each employee who does
not make the election described in paragraph (a) of this Section shall,
no later than the date as of which the restrictions referred to in Section 5
and such other restrictions as may have been imposed as a condition of the
Award, shall lapse, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of any federal, state or local taxes of any
kind required by law to be withheld with respect to the Stock subject to such
Award, and the Company and its Related Companies shall, to the extent permitted
by law, have the right to deduct from any payment of any kind otherwise due to
the employee any federal, state, or local taxes of any kind required by law to
be withheld with respect to the Stock subject to such Award.


 


(c)           The Committee may specify when it grants an Award
that the Award is subject to mandatory share withholding for satisfaction of
tax withholding obligations by employees. 
For all other Awards, whether granted before or after this paragraph 9(c) was
added to this Plan, tax withholding obligations of an employee may be satisfied
by share withholding, if permitted by applicable law, at the written election
of the employee prior to the date the restrictions on the Award lapse.  The shares withheld will be valued at the
average of the high and low market prices at which a share of Stock was sold on
the date the restrictions lapse (or, if such date is not a trading day, then
the next trading day thereafter), as reported on the New York Stock Exchange—Composite
Transactions listing.


 


Section 10.            Restrictive
Legend and Stock Power


 


Each certificate evidencing Stock subject to Awards shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such award.  Any attempt to
dispose of Stock in contravention of such terms, conditions, and restrictions
shall be ineffective.  The Committee may
adopt rules which provide that the certificates evidencing such shares may
be held in custody by a bank or other institution, or that the Company may
itself hold such shares in custody until the restrictions thereon shall have
lapsed and may require, as a condition of any Award, that the recipient shall
have delivered a stock power endorsed in blank relating to the Stock covered by
such Award.


 


Section 11.            Amendments,
Modifications and Termination of Plan


 


The Board or the Committee may terminate the Plan, in whole or in part,
may suspend the Plan, in whole or in part from time to time, and may amend the
Plan from time to time, including the adoption of amendments deemed necessary or
desirable to qualify the Awards under the laws of various states (including tax
laws) and under rules and regulations promulgated by the Securities and
Exchange Commission with respect to employees who are subject to the provisions
of Section 16 of the Exchange Act, or to correct any defect or supply an
omission or reconcile any inconsistency in the Plan or in any Award granted
thereunder, without the approval of the stock holders of the Company; provided,
however, that no action shall be taken without the approval of the stockholders
of the Company which may increase the number of shares of Stock available for
Awards or withdraw administration from the Committee, or permit any person
while a member of the Committee to be eligible to receive an Award.  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 Exchange Act.  No amendment or termination or modification
of the Plan shall in any manner affect Awards therefore granted without the
consent of the employee unless the Committee has made a determination that an
amendment or modification is in the best interest of all persons to whom Awards
have theretofore been granted.  The Board
or the Committee may modify or remove restrictions contained in Sections 5 and
6 on an Award or the Awards as a whole which have been previously granted upon
a determination that such action is in the best interest of the Company.  The Plan shall terminate when (a) all
Awards authorized under the Plan have been granted and (b) all shares of
Stock subject to Awards under the Plan have been issued and are no longer
subject to forfeiture under the terms hereof unless earlier terminated by the
Board or the Committee.


 


Section 12.            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.