ko8k021809x10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.1

        

      

    


    


     

    THE
COCA-COLA COMPANY

     

    1989
RESTRICTED STOCK AWARD PLAN

    (As
Amended and Restated through February 18, 2009)

     

     

    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
and/or performance share units (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 20, 2005) 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). 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 Company (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 

     

     

    
      
        
        

      

      
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    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.

     

    Notwithstanding
any other provision of the Plan, Awards, including performance share unit
awards, may only be granted to employees if they are employed at the time the
Award is initially granted; however, Awards in the form of performance share
units or other share units may be settled in shares of Stock after the
employee’s termination of employment, if such employee qualifies for such a
settlement under the terms of the Award.

     

    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

    

     

            Effective
for grants on or after February 18, 2009, and 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 and shall be subject to the
following terms and conditions:

     

    (a)  If at any
time the recipient terminates employment after attaining age 60 and completing
ten Years of Service, dies or becomes disabled, or in the event of a "Change in
Control" of the Company, such recipient shall be entitled to retain the number
of shares subject to the Award if such shares have been issued, unless otherwise
specified at the time of grant.

     

    (b)  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 other
reason.

     

    “Disabled”
means a condition for which a recipient becomes eligible for and receives a
disability benefit under the long term disability insurance policy issued to the
Company providing Basic Long Term Disability Insurance benefits pursuant to The
Coca-Cola Company Health and Welfare Benefits Plan, or under any other long term
disability plan which hereafter may be maintained by the Company or a Related
Company, provided that the recipient is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months.

     

    “Years of
Service” means “Years of Vesting Service” as that term is defined in the
Employee Retirement Plan of The Coca-Cola Company.

     

    "Change
in Control"  means 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 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 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, and such merger,
consolidation, liquidation or sale is completed; 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 

     

     

    
      
        
        

      

      
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    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, and such merger or
consolidation is completed; 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.  Additionally, no Change in Control will be deemed to have
occurred under clause (i) if, subsequent to such time as a Change in 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.

     

    
      (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)   Performance-Based
Awards.

     

            1.     The
Committee, which shall be comprised of two or more outside directors meeting the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code") may select from time to time, in its discretion, executive
officers, senior vice-presidents and other key executives of the Company and its
Related Companies, to receive awards of restricted stock or performance share
units under the Plan, in such amounts as the Committee may, in its discretion,
determine (subject to any limitations provided in the Plan), the release of
which will be conditioned upon the attainment of certain performance targets
("Performance-Based Awards"). With respect to individuals residing in countries
other than in the United States, the Committee may authorize alternatives that
deliver substantially the same value, including, but not limited to, promises of
future restricted stock awards provided that the grant and subsequent release is
contingent upon attainment of certain performance targets under this
section.

     

            2.     The
Committee shall determine the performance targets and the Measurement Period (as
defined below) that will be applied with respect to such grant. Grants of
Performance-Based Awards may be made, and the performance targets applicable to
such Performance-Based Awards may be defined and determined, by the Committee no
later than ninety days after the commencement of the Measurement Period. The
performance criteria applicable to Performance-Based Awards will be one or more
of the following criteria:

     

    • increase in shareowner
value;

    • earnings per share;

    • net income;

    • return on assets;

    • return on shareowners'
equity;

    • increase in cash
flow;

    • operating profit or operating
margins;

    • revenue growth of the
Company;

    • operating expenses;

    • quality as determined by the Company's
Quality Index;

    •
economic
profit;

    • return on capital;

    • return on invested
capital;

    • earnings before interest, taxes,
depreciation and amortization;

    • goals relating to acquisitions or
divestitures;

    • unit case volume;

    • operating income;

    • brand contribution;

    • value share of Non Alcoholic
Ready-To-Drink segment;

    • volume share of Non Alcoholic
Ready-To-Drink segment;

    • net revenue;

     

     

     

    
      
        
        

      

      
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    • gross profit; and

    • profit before tax.

     

    At the
time the Committee sets the performance criteria, the Committee shall define the
criteria and any adjustments to be applied. The performance criteria may be
applied to the Company as a whole or to a particular business unit, or a
combination thereof, as determined at the time of grant applicable to the
particular recipient.

     

    The
Measurement Period will be a period of at least one year, determined by the
Committee in its discretion, commencing on January 1 of the first year of
the Measurement Period and ending on December 31 of the last year of the
Measurement Period. The Measurement Period may be subject to adjustment as the
Committee may provide in the terms of each award. For newly hired or eligible
individuals, the Measurement Period may consist of a partial year or years. The
Committee may specify an additional required holding period after the
Measurement Period.

     

            3.     Except
as otherwise provided in the terms of the award, shares awarded in the form of
Performance-Based Awards shall be eligible for release (the "Release Date") on
March 1 following the completion of the Measurement Period.

     

            4.     Shares
awarded in the form of Performance-Based Awards will be released only if the
Controller of the Company (or, for non-financial measures, the appropriate
approver) and the Committee certify that the performance targets have been
achieved during the Measurement Period.

     

            5.     In
addition to the other limitations in the Plan, a recipient may not receive
Performance-Based Awards in a single year valued in excess of $20 million
at the time of the Award.

     

            6.     Performance-Based
Awards granted pursuant to this Section 5(d) are intended to qualify as
performance-based compensation under Section 162(m) of the Code and shall
be administered and construed accordingly.

     

            (e)    No
Award shall be released unless the employee properly, timely and unconditionally
executes (by any means approved by the plan administrator or the Director,
Executive Compensation) an agreement provided in connection with the
Award.

     

    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 

     

     

    
      
        
        

      

      
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    Committee
or the Board shall make an appropriate adjustment 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 stockholders 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


     

     

    
      
        
        

      

      
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    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

     

    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.

    


    


     

    


     


    
      
         
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    THE
COCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN

     

     

    ADDENDUM

     

     

    For
French Tax Residents

     

    The
Committee has determined that it is necessary and advisable to establish a
subplan for the purpose of permitting Awards to qualify for French favorable tax
and social security treatment.  Therefore, Awards granted under the
Plan to employees and officers (the “French Employees”) of Related Companies in
France may be granted under the terms of this Addendum to the Plan and applying
to the Performance Share Agreement, provided that such Awards shall not have
terms that would not otherwise be allowed under the general terms of the
Plan.  The authorization to grant Awards under this Addendum
shall be for a limited period ending February 28, 2018.

    


    
      	
              1.  

            	
              Unless
      otherwise defined herein, the terms defined in this Addendum shall have
      the same meanings as defined in the Plan and in the Performance Share
      Agreement.  In the event of a conflict between the terms and
      conditions of the Plan, this Addendum and the Performance Share Agreement,
      the terms and conditions of the Plan shall prevail except for the
      following additional terms that shall be defined as
    follows:

            


    

    


    “Disability”
means disability as determined in categories 2 and 3 under Article 341-4 of the
French Social Security Code.

    


    “Related
Companies” means the companies within the meaning of Article L. 225-197-2 of the
French Commercial Code or any provision substituted for same.

    


    “Closed
Period” means (i) ten quotation days preceding and following the disclosure to
the public of the consolidated financial statements or annual statement of the
Coca-Cola Company; or (ii) the period as from the date the corporate management
entities (involved in the governance of the company, such as the Board,
Committee, supervisory, in the case it would be disclosed to the public,
significantly impact the quotation of the shares of the Company, until ten
quotation days after the day such information is disclosed to the
public.

    


    
      	
              2.  

            	
              This
      addendum shall be applicable to French Employees and corporate officers
      (e.g., Président du Conseil
      d’Administration, Directeur Général, Directeur Général Délégué, Membre du
      Directoire, Gérant de sociétés, Président de sociétés par actions)
      of a Related Company and who is a French tax resident at the time of the
      grant.

            


    

    


    
      	
              3.  

            	
              Any
      Awards granted under this Addendum shall include a performance period of
      at least two years followed by a minimum two-year Holding
      Period.

            


    

    


    
      	
              4.  

            	
              Awards
      may be granted only to French Employees who hold less than ten percent
      (10%) of the outstanding Shares of the Company at the Date of Grant, being
      specified that a grant can not entitle a French Employee to hold more than
      ten percent (10%) of the outstanding Stock of the
  Company.

            


    

    


    
      	
              5.  

            	
              The
      shares:  (i) shall not be sold, assigned, transferred, pledged,
      hypothecated, or otherwise disposed of until the end of the Holding
      Period, and (ii) shall, if the French Employee’s continuous employment
      with the Related Companies shall terminate for any reason (except as
      otherwise provided in items 9 and 10, herein) before the end of the
      Performance Period, be forfeited to the Company forthwith, and all the
      rights of the Employee to such Performance Shares Agreement shall
      immediately terminate.

            


    

     

     

     

    
      
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              6.  

            	
              Unless
      and until such time as Shares awarded are issued, the Employee shall have
      no ownership of the Shares allocated to the awards and shall have no right
      to vote and to receive dividends, subject to the terms, conditions and
      restrictions described in the Plan, in the Performance Share Agreement and
      herein.

            


    

     

    
      	
              7.  

            	
              The
      Employee shall hold the Shares awarded during each Holding Period of 2
      years starting on the Performance Certification Date. As from the end of
      each Holding Period (the release Date), the corresponding Shares shall be
      freely transferable, subject to applicable legal and regulatory provisions
      in force.

            


    

     

    
      	
              8.  

            	
              For
      compliance purpose with French law, the Shares granted shall not be
      transferable during the Closed
Period.

            


    

    


    
      	
              9.  

            	
              In
      the event of the death of an Employee occurring prior to the Release Date,
      his/her heirs and assigns may claim the release of the Shares of the
      deceased Employee within six (6) months following the date of death.
      Thereafter, the award will lapse and be null and void. Provision of the
      Performance Share Agreement shall apply. However, the Employee’s heirs
      shall not be bound by the holding period as defined in item 7
      above.

            


    

    


    
      	
              10.  

            	
              In
      the event of the Disability of an
      Employee occurring prior to the Release Date, the Shares will be issued
      and/or released to the Employee within the period defined in the
      Performance Share Agreement and following the acknowledgement by the
      Company of the Disability. The Employee shall not be bound by the holding
      period as defined in item 7 above.

            


    

    


    
      	
              11.  

            	
              Any
      additional and specific condition to the grant of Shares shall be
      contained in the Performance Share Agreement (i.e. Continuous Employment,
      Performance Conditions).

            


    

    


    



    
      
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