ko8k021809x10-2.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.2

        

      

    


    


     

    THE
COCA-COLA COMPANY

    1999
STOCK OPTION PLAN

    (Amended
and Restated Through February 18, 2009)

     

     

    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

     

    "Board"
means the Board of Directors of the Company.

     

    "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 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 shareowners 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, and such merger,
consolidation, liquidation or sale is completed; or (iv) the shareowners of
the Company approve any merger or consolidation to which the Company is a party
as a result of which the persons who were shareowners 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, 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 

     

     

     

    
      
         

      

      
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    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 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.

     

    "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 an optionee 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 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.

     

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

     

    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 

     

     

    
      
         

      

      
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    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

     

    (a)  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.

    


    (b)  Shares
Counted Against Limitation.  If an  Option is exercised by
delivery, sale or attestation of  Shares of KO Common Stock under
Section 7, or if the tax withholding obligation is satisfied by withholding or
selling Shares of KO Common Stock under Section 7, the number of Shares of KO
Common Stock deemed to have been issued under the Plan (for purposes of the
limitation set forth in this section) shall be the number of Shares of KO Common
Stock that were subject to the Option or portion thereof so exercised and not
the net number of Shares of KO Common Stock actually issued upon such
exercise.

    


    (c)  Lapsed
Awards.  If an Option: (i) expires; (ii) is terminated, surrendered,
or canceled without having been exercised in full; or (iii) is otherwise
forfeited in whole or in part, then the unissued Shares of KO Common Stock that
were subject to such Option and/or such surrendered, canceled, or forfeited
Shares of KO Common Stock shall become available for future grant under the
Plan.

     

    Section 6.
Eligibility

     

            Options
may be granted to:

     

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

     

     

     

    
      
         

      

      
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    (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).

     

           
Effective January 1, 2008, Options may not be granted to any individual
described in Section 6(b) or 6(c).   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 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.

     

    (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
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
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.

     

     

    
      
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    (c)   Exercise
May Be Delayed until Withholding is Satisfied. The Company may refuse to
recognize the 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 Option exceed ten years from the date of its
grant.

     

    (e)   Vesting.
Options 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 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 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.

     

    (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.

     

    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.

     

    
      
        
        

      

      
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    Section 9.
Effect of Termination of Employment, Other Changes of Employment or Employer
Status, Death, 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 after attaining age 60 and completing 10 Years of
      Service

            	 
      	
              Option
      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) 5 years 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 any other reason.

            	 
      	
              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 optionees 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) 5 years 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)

            


    

     

    
      
         

      

      
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     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) on
the expiration or exercisability of outstanding Options. However, no Option can
have a term of more than fifteen years.

     

    
      Section 10.
No Rights as a Shareowner

    

     

            An
optionee or a transferee of an optionee pursuant to Section 8 shall have no
right as a shareowner 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 

     

     

     

    
      
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    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 an appropriate adjustment 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 or
exercise 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 shareowners 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

     

    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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