ko8k021809x10-4.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.4

        

      

    


    THE
COCA-COLA COMPANY

    2008
STOCK OPTION PLAN

    (as
amended and restated effective February 18, 2009)

    


    


    Section
1.   Purpose

    


    The purpose of The Coca-Cola Company
2008 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.

    


    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, 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 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 or
consolidation is completed; 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. 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.

    


    “Committee”
means at least two “non-employee Directors” who are members of the Compensation
Committee of the Board of Directors.

    


    “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 $0.25
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.   Eligibility

    


    Options may be granted only to
employees of the Company and its Majority-Owned Related Companies.

    


    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.  No option shall be
exercisable 

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    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.

    


    An individual who is granted an Option
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 Majority-Owned Related
Companies (including officers, whether or not they are directors) 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, 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 140,000,000 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
10.

    


    (b) Shares
Counted Against Limitation.  If an  Option is exercised by
delivery, sale or attestation of  Shares of KO Common Stock under
Section 6, or if the tax withholding obligation is satisfied by withholding or
selling Shares of KO Common Stock under Section 6, 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.

    
 

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    


    (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.   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 two sentences.  The cashless
exercise method is permitted for any Options granted under this Plan, unless
prohibited by law in a particular jurisdiction.  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 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 if the optionee has not made arrangements
satisfactory to the Company to satisfy the tax withholding that the Company
determines is necessary to comply with applicable requirements.

     

     

    
 

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    (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; provided, however, that, except in the event of a
Change in Control, 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
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.

    


    (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
7.   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.


    
      
         


      

      
         
-5-

        
          

        

      

      
         


      

    


    
      	
              Section
      8.

            	
              Effect
      of Termination of Employment, Other Changes of Employment or Employee
      Status, Death, or a Change in
Control

            


    

    


    (a)  The
following chart describes the impact on vesting and the exercise period of
certain events:

    


    
      	
              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. 

            	
              Options
      held at least 12 months become immediately vested; Options held less than
      12 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 7) to exercise Options terminates on earlier of  (1)
      five years from the date of death, or (2) the Option expiration date
      provided in the grant.

            
	
              Employment
      terminates upon Change in Control. 

            	
              All
      Options become immediately vested.

            	
              Option
      expiration date provided in grant continues to apply.

            
	
              Employment
      terminates for any other reason.

            	
              Unvested
      Options are forfeited.

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

            
	
              US
      military leave

            	
              Vesting
      continues during leave.

            	
              Option
      expiration date provided in the grant continues to
  apply.

            
	
              US
      FMLA leave of absence 

            	
              Vesting
      continues during leave.

            	
              Option
      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 are forfeited.

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

            
	
              Employment
      moves to Related Company

            	
              Vesting
      continues after move.

            	
              Option
      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 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) five years from the date of death,
      or (2) the Option expiration date that applied at the date of
      death.

            


    

     

    
 

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    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 six 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.

    


    (b)           Committee
Discretion to Establish Different Terms.  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 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 ten years.

    


    Section
9.   No Rights as a Shareowner

    


    An optionee or a transferee of an
optionee pursuant to Section 7 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.  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 for which the record date is prior
to the date on which the optionee or transferee shall have in fact become the
holder.

    


    Section
10.   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 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 thereof. Any such adjustment may provide
for the elimination of any fractional shares, which might otherwise become
subject to any Option, without payment therefor.

     

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    
 

    Section
11.   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 shareowner 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 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 20, 2018 or such earlier date as this
Plan is terminated, and grants of NSOs may be made until all of the 140,000,000
shares of KO Common Stock authorized for issuance hereunder (adjusted as
provided in Sections 5 and 10) 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
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.


    
      
        
          - 8 -

        

         


      

      
         


        
          

        

      

      
         


      

    


    ADDENDUM

    


    France

    


    Options
granted under The Coca-Cola Company 2008 Stock Option Plan to employees based in
France (the "Employees") of the Related Companies (as defined) of The Coca-Cola
Company (the “Company”) may be granted under the terms of this Addendum as
follows:

    


    
      	
              1)  

            	
              Notwithstanding
      any other provision of the Plan, options granted to any Employee who is a
      consultant, an "Administrateur," or a member of the "Conseil de
      Surveillance," as these terms are defined in French Corporate law, and who
      does not have a work contract with the Company or its Related Companies
      will be deemed to have not been granted an option pursuant to this
      Addendum.

            


    

    


    
      	
              2)  

            	
              Notwithstanding
      any other provision of the Plan, the number of options offered through the
      Plan cannot exceed one third of the capital of the
  Company.

            


    

    


    
      	
              3)  

            	
              Notwithstanding
      any other provision of the Plan, any option with an exercise price on the
      date of grant of the option that is less than 80% of the average of the
      market value of the underlying share during the 20 trading days preceding
      the date of grant shall be deemed to have not been granted under this
      Addendum.

            


    

    


    
      	
              4)  

            	
              Notwithstanding
      any other provision of the Plan, options cannot be granted during the 20
      trading days after the payment of a dividend or after an increase of
      capital reserved to the
shareholders.

            


    

    


    
      	
              5)  

            	
              Notwithstanding
      any other provision of the Plan, no options can be granted during the 10
      trading days preceding or following the publication of the annual
      financial consolidated account or the annual financial
      statement.

            


    

    


    
      	
              6)  

            	
              Notwithstanding
      any other provision of the Plan, no options can be granted during the
      period starting the date the corporate management of the company is aware
      of information the publication of which could have a substantial
      consequence on the fair market value of the shares and ending 10 trading
      days after the publication of this
information.

            


    

    


    
      	
              7)  

            	
              Notwithstanding
      any other provision of the Plan, the exercise price of an option shall be
      adjusted only upon the occurrence of the events specified under July 24,
      1966 corporate law (section 208-5) in accordance with French law. Any
      reduction by the Company, to the exercise price of an outstanding and
      unexercised option previously issued under this Addendum, to the current
      fair market value of the underlying share shall be deemed to not have been
      an option granted under this
Addendum.

            


    

    


    
      	
              8)  

            	
              Notwithstanding
      any other provision of the Plan, to the extent an option was exercisable
      by an Employee at the time of his death, such option shall remain
      exercisable for a maximum period of 6 months from the date of the
      Employee’s death

            


    

    



    
      
        
          - 9 -