ko8k021809x10-5.htm


     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            


            
 

             

            Exhibit
10.5

          

        

      


      THE
COCA-COLA COMPANY

      1999
STOCK OPTION PLAN

      STOCK
OPTION AGREEMENT

      


      Account
Number:

      


      The
Coca-Cola Company ("KO") hereby grants to the optionee named below options to
purchase KO common stock at the price per share set forth below, subject to the
provisions of this Agreement together with the provisions of The Coca-Cola
Company 1999 Stock Option Plan (the "Plan"):

      


      
        	
                 
      

              	
                optionee's
      name:

                 

              


      

      
        	
                 
      

              	
                number of options
      granted, each for one share of KO common stock: 

                 

              


      

      
        	
                 
      

              	
                option exercise price
      per share:  $

                 

              


      

      
        	
                 
      

              	
                option grant
      date:

                 

              


      

      
        	
                 
      

              	
                option expiration
      date:

                 

              


      

      
        	
                 
      

              	
                vesting
      period:

                 

              


      

      Capitalized
terms not otherwise defined in this Agreement shall have the meaning provided in
the Plan.  The Plan is incorporated into, and made a part of, this
Agreement.

       

      
        	
                1.

              	
                When options can be
      exercised.

              


      

      
        	
                        (a) 
      

              	
                General
      provisions.

              


      

      
        	
                               
      (i)

              	
                No
      option may be exercised until it has
vested.

              


      

      
        	
                 
      

              	
                (ii)

              	
                No
      option shall vest prior to the first anniversary of the grant date, except
      in the event of a Change in Control, death or
  Disability.

              


      

      
        	
                (iii)         
       

              	
                The
      Plan describes the impact upon vesting and the expiration of options of
      the following events:  death, Disability, Change in Control,
      various types of leaves of absence, termination of employment, change in
      KO's investment in the optionee's employer which results in the employer
      no longer meeting the definition of a Related Company under the Plan, and
      transfer of employment to a Related
Company.

              


      

      
        	
                (iv)        
        

              	
                Once
      an option has vested, it may be exercised until it
      expires.  Unless otherwise provided in the Plan or in this
      Agreement, the options expire on the option expiration date noted
      above.  For individuals located in France, the options will
      expire on the earlier of: (a) six months after the date of the optionee’s
      death, and (b) the option expiration date noted
  above.

              


      

      
        	
                (v)        
        

              	
                Notwithstanding
      any provision to the contrary in the Plan or in this Agreement, in the
      event of the optionee’s violation of Section 4 below, the options will
      expire immediately at the time of such
  violation.

              


      

      
        	
                       
      (b)

              	
                Specific
      provisions.  Except as otherwise provided in the Plan or
      in this Agreement, one fourth of the number of options covered by this
      Agreement shall vest on the first, second, third and fourth anniversaries
      of the grant date.

              


      

      
        	
                2.

              	
                How to exercise the
      options.  In order to exercise an option, it must be
      vested and must not have expired, and the optionee must do the
      following:

              


      

      
        	
                 
      

              	
                (a)  
      Pay the option
      exercise price.  The optionee must pay the option
      exercise price. The optionee shall be informed of the acceptable form and
      method of payment at or before the time the optionee informs KO of his or
      her intention to exercise the option.  The acceptable forms and
      methods of payment of the option exercise price may include payment in
      cash, pursuant to a cashless exercise authorized by KO, or by delivery,
      through attestation, of shares of KO common stock owned by the
      optionee.  Not all forms and methods of payment are available in
      every country.  The value of the shares delivered to pay the
      option exercise price shall be computed on the basis of the most recent
      reported market price at which a share of KO common stock shall have been
      sold prior to the time of processing the optionee's election to deliver
      shares in payment of the option exercise price, as reported on the New
      York Stock Exchange Composite Transactions
  listing.

              


      

      
        	
                 
      

              	
                (b)  
      Complete all
      paperwork.  The optionee must complete, sign and return
      any paperwork required by KO or by Merrill Lynch, Pierce, Fenner &
      Smith ("Merrill Lynch"), or such other agent as may administer the option
      program on behalf of KO from time to
time.

              


      

      
        	
                 
      

              	
                (c) 
       Pay
      applicable taxes and fees.  The options are not intended
      to be, and shall not be treated as, incentive stock options, as defined in
      Section 422 of the Internal Revenue Code of 1986, as
    amended.

              


      


      
        
           


        

        
           
1

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                The
      optionee must satisfy any tax withholding requirements regarding any
      applicable taxes.  If the optionee is a U.S. taxpayer, he or she
      may elect to satisfy Federal, state and local income tax liabilities due
      by reason of the exercise by having shares of KO common stock
      withheld.  The value of withheld shares shall be computed as
      described in paragraph 2(a) above.

              


      

      
        	
                 
      

              	
                The
      optionee agrees that, should KO or any Related Company in its reasonable
      judgment determine that tax withholding is required upon exercise of the
      options, and if the optionee has not satisfied such tax obligation(s),
      then KO may instruct Merrill Lynch to withhold and/or sell shares of KO
      common stock acquired by the optionee upon exercise of his or her options,
      or KO may deduct funds equal to the amount of withholding tax (such amount
      to be determined by KO) from the optionee's salary or other funds due to
      the optionee from KO.

              


      

      
        	
                 
      

              	
                Irrespective
      of KO’s or a Majority Owned Related Company’s action or inaction with
      respect to taxes or tax withholding, the optionee acknowledges and agrees
      that the ultimate liability for any and all taxes is and remains the
      responsibility and liability of the optionee or the optionee’s
      estate.  For optionees who are International Service Associates,
      all taxes remain the optionee’s responsibility, except as expressly
      provided in KO’s International Service Policy and/or tax equalization
      program.   Optionee acknowledges that KO and any Related
      Company (i) make no representations or undertaking regarding the amount or
      timing of any taxes, and (ii) do not commit to structure the terms of the
      option or any aspect of the transfer of the shares to reduce or eliminate
      the optionee's liability for taxes.

              


      

      The
optionee agrees to pay to Merrill Lynch any costs associated with the sale of
shares of KO common stock acquired upon exercise of the options (whether such
shares are sold to pay the option exercise price, to satisfy tax withholding
requirements or for other reasons).

      For
employees in Switzerland, the optionee agrees that the taxation of the options
will occur at the time the options are exercised.

      
        	
                 
      

              	
                (d)
      Right of
      set-off.  By accepting this Agreement, the optionee
      agrees that, should KO or any Related Company in its reasonable judgment
      determine that optionee owes KO, any Related Company or any affiliate any
      amount due to any loan, note, obligation or indebtedness, including but
      not limited to amounts owed to KO pursuant to KO’s tax equalization
      program or KO’s policies with respect to travel and business expenses, and
      if the optionee has not satisfied such obligation(s), then KO may instruct
      Merrill Lynch to withhold and/or sell shares of KO common stock acquired
      by the optionee upon exercise of his or her options, or KO may deduct
      funds equal to the amount of such obligation from the optionee's salary or
      other funds due to the optionee from
KO.

              


      

      
        	
                 
      

              	
                (e)
      Comply with
      additional restrictions.  The optionee agrees that the
      Compensation Committee of the Board of Directors of KO (the “Committee”),
      or its designee, may, in the exercise of its sole and absolute discretion
      at or before the time the optionee informs KO of his or her intention to
      exercise the option, establish any additional conditions or restrictions
      with respect to the exercise of the option, including, but not limited to,
      restrictions on the acceptable form or method of payment of the option
      exercise price and restrictions for failing to
      promptly submit to KO, any Related Company or any affiliate thereof, a tax
      organizer, or such other tax-related documents reasonably requested by KO
      or optionee’s employer, pursuant to KO’s tax equalization program (if
      optionee is a participant in such program).  The optionee shall
      be informed of such restrictions.  The optionee agrees to comply
      with any such additional conditions or
  restrictions.

              


      

      3.   Options are not
transferable.  The optionee may not transfer the options;
provided that upon the optionee's

            death
the options may be transferred by will or by the laws of descent and
distribution.  During the lifetime of

            the
optionee, the options shall be exercisable only by the optionee personally or,
in the event of the optionee's

            Disability
if a legal representative has been appointed to act on behalf of the optionee,
then by the optionee's

            legal
representative.

      
        	
                 
      4.

              	
                Forfeiture of options
      and option gain.  In the event optionee shall engage in a
      “Prohibited Activity” (as defined on Schedule A hereto), at any time
      during the term of the options, or within one year after termination of
      optionee’s employment from KO or any Related Company, or within one year
      after exercise of all or any portion of the options, whichever occurs
      latest,  this option shall be rescinded and, if applicable, any
      gain associated with any exercise of this option shall be forfeited and
      repaid to KO.  Accordingly, if the optionee engages in a
      Prohibited Activity, then:

              


      

      
        	
                 
      

              	
                (a)   as
      of the date that the optionee participates in such Prohibited Activity,
      all unexercised portions of this  option immediately and
      automatically shall terminate, be forfeited, and shall cease to be
      exercisable (unless such option has been terminated sooner by operation of
      another term or condition of the Plan or this Agreement);
    and

              


      

      
        	
                 
      

              	
                (b)   within
      ten days after receiving from KO written notice of the termination of this
      option, the optionee shall pay to KO any and all gains associated with the
      exercise of all or any portion of this option, plus interest calculated
      from the time of such notice through the date of repayment to
      KO.  The gain associated with the exercise of any portion of
      this option shall be the closing price per share on the date of the
      exercise thereof,

              


      


      
        
           


        

        
          2 


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                as
      reported on the New York Stock Exchange Composite Transactions listing,
      less the option exercise price per share shown above, multiplied by the
      number of options exercised.  Interest shall be calculated using
      the weighted prime rate at SunTrust Bank,
  Atlanta.

              


      

      Optionee
may be released from the effects of this Section 4 if the Committee determines
in its sole discretion that such action is in the best interest of KO and its
stockholders.

      
        	
                 
      

              	
                Optionee
      expressly acknowledges and affirms that the foregoing provisions of this
      Section 4 are material and important terms of this Agreement, and optionee
      expressly agrees that if all or any part or application of the foregoing
      provisions of this Section 4 are held or determined to be invalid or
      unenforceable for any reason whatsoever by a court of competent
      jurisdiction in an action between optionee and KO, KO shall be entitled to
      receive from optionee, in exchange for the exercise price per share shown
      above, all shares of KO common stock acquired by optionee upon exercise of
      any portion of the option and held by optionee.  If optionee has
      sold, transferred or otherwise disposed of any shares of KO common stock
      acquired by optionee upon exercise of any portion of the option, KO shall
      be entitled to receive from optionee the gain associated with such sale,
      transfer or disposal, plus interest calculated through the date of payment
      to KO.  The gain associated with the sale, transfer or other
      disposal of any share of KO common stock acquired by optionee upon
      exercise of any portion of the option shall be the closing price per share
      on the date of such sale, transfer or disposal, as reported on the New
      York Stock Exchange Composite Transactions listing, less the option
      exercise price per share shown above, multiplied by the number of shares
      of KO common stock sold, transferred or disposed of.  Interest
      shall be calculated using the weighted prime rate at SunTrust Bank,
      Atlanta.

              


      

      
        	
                 5.
      

              	
                [Agreement to retain
      net shares until separation.   The optionee
      expressly agrees as a condition of this grant that optionee will not sell
      any shares obtained upon exercise of the options until after the optionee
      ceases to be employed by the Company or a Related Company, except to pay
      optionee’s taxes related to the options.  For this purpose,
      “taxes” means all federal, state and local income taxes, all social
      security, Medicare and other mandatory social taxes, and wealth
      taxes.  Nothing in this paragraph shall be construed to limit
      the optionee’s ability to execute a cashless exercise.] – [Optional
      Provision if Required by Compensation
Committee]

              


      

      
        	
                6.

              	
                Stock ownership
      guidelines and agreement to retain net shares.  If the
      optionee is subject to KO’s stock ownership guidelines, the optionee
      expressly agrees as a condition of this grant that if optionee has not met
      the applicable stock ownership guidelines within the time prescribed
      therein, optionee will not sell the number of shares obtained upon
      exercise of the options (after paying taxes and the exercise price, if
      applicable) until the optionee has satisfied the optionee's share
      ownership guidelines and then only shares in excess of those
      guidelines.  For this purpose, “taxes” means all federal, state
      and local income taxes, all social security, Medicare and other mandatory
      social taxes, and wealth taxes.  Nothing in this paragraph shall
      be construed to limit the optionee’s ability to execute a cashless
      exercise.

              


      

      7.   Notices.  Each
notice relating to the option or its exercise shall be in
writing.  Requests and other notices regarding
the exercise of options shall be delivered (whether by overnight delivery or by
mail) as follows:

      


      Merrill
Lynch, Pierce, Fenner & Smith at Merrill Lynch Group Employee
Services

      Attention:  The Coca-Cola
Company Stock Option Plan Unit

      1400
Merrill Lynch Drive

      Mail Stop
04-BS-PRO

      Pennington,
New Jersey 08534, USA

      


            All
notices to KO shall be addressed as
follows:     Director, Executive
Compensation

      The Coca-Cola Company

      One Coca-Cola Plaza

      Atlanta, Georgia 30313,
USA

      


            All
notices to the optionee shall be addressed to the principal address of the
optionee on file with KO.  Either KO or the
optionee may designate a different address by written notice

      to the other.  Written notice to
these  addresses
shall be effective to bind KO, the optionee and the optionee's successors and
assigns.

      8.   Administrative
matters.  The optionee hereby agrees that 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 this

      Agreement and the options, shall be
final and conclusive for all purposes and upon all persons including, but
without limitation, KO, the Related Companies, the Committee, the KO

      Board of Directors, officers and the affected
employees of KO, and the optionees and their respective successors in
interest.

      
        	
                 
      

              	
                 

              


      

            When
the issuance or transfer of KO common stock pursuant to the exercise of an
option may, in the opinion of 


      
        
          3 


        

        
           


          
            

          

        

        
           


        

      


            KO,
conflict or be inconsistent with any applicable law or regulation of any
governmental agency having

            jurisdiction,
KO reserves the right to refuse to issue or transfer that KO common
stock.

      
        	
                 
      

              	
                9.   Consent for
      accumulation and transfer of data.  The optionee consents
      to the accumulation and transfer of data  concerning him or her
      and the options to and from KO and Merrill Lynch, or such other agent as
      may administer the option program on behalf of KO from time to
      time.  In addition, the optionee understands that KO holds
      certain personal information about the optionee, including but not limited
      to his or her name, home address, telephone number, date of birth, social
      security number, salary, nationality, job title, and details of all
      options awarded, vested, unvested, or expired (the “personal
      data”).  Certain personal data may also constitute “sensitive
      personal data” within the meaning of applicable local law.  Such
      data include but are not limited to the information provided above and any
      changes thereto and other appropriate personal and financial data about
      the optionee.  The optionee hereby provides explicit consent to
      KO to process any such personal data and sensitive personal
      data.  The optionee also hereby provides explicit consent to KO
      to transfer any such personal data and sensitive personal data outside the
      country in which the optionee is employed, and to the United
      States.  The legal persons for whom such personal data are
      intended are KO, Merrill Lynch and any company providing services to KO in
      connection with compensation planning purposes or the administration of
      the Plan.

              


      

      10.   Additional
consents.   The optionee consents and acknowledges
that:

      
        	
                      
      (a)

              	
                the
      Plan is discretionary in nature, and KO can amend, cancel or terminate it
      at any time;

              


      

      
        	
                      
      (b)

              	
                the
      grant of options under the Plan is voluntary and occasional and does not
      create any contractual or other right to receive future grants of any
      options, or benefits in lieu of any options, even if options have been
      granted repeatedly in the past;

              


      

      
        	
                      
      (c)

              	
                all
      determinations with respect to any such future awards, including, but not
      limited to, the times when options shall be granted, the option price, and
      the time or times when each right shall be exercisable, will be at the
      sole discretion of the Committee;

              


      

      
        	
                      
      (d)

              	
                participation
      in the Plan is voluntary and may be
occasional;

              


      

      
        	
                      
      (e)

              	
                the
      value of the options is an extraordinary item of compensation, which is
      outside the scope of the optionee’s employment contract, if
      any;

              


      

      
        	
                      
      (f)

              	
                the
      options or any income derived therefrom are not part of normal or expected
      compensation or salary for any purposes, including, but not limited to,
      calculating any termination, severance, resignation, redundancy, end of
      service payments, bonuses, long-service awards, life or accident insurance
      benefits, pension or retirement benefits or similar
    payments;

              


      

      
        	
                     
      (g)

              	
                except
      as is otherwise explicitly provided in this Agreement and the Plan,
      non-vested options are forfeited immediately following termination of
      employment for any reason, and vested options expire the earlier of: a)
      six months following termination of employment for any reason, and b) the
      expiration date noted in the
option;

              


      

      
        	
                     
      (h)

              	
                in
      the event of involuntary termination of the optionee’s employment, the
      optionee’s eligibility to receive options under the Plan, if any, will
      terminate effective as of the date that the optionee is no longer actively
      employed regardless of any reasonable notice period mandated under local
      law; furthermore, in the event of involuntary termination of employment,
      the optionee’s ability to exercise options under the Plan will be measured
      by the date of termination of the optionee’s active employment pursuant to
      the terms of the Plan and will not be extended by any reasonable notice
      period mandated under local law;

              


      

      
        	
                 
      

              	
                (i)

              	
                the
      future value of the shares purchased under the Plan is unknown and cannot
      be predicted with certainty;

              


      

      
        	
                 
      

              	
                (j)

              	
                (for
      individuals other than employees of KO) the options have been granted to
      the optionee in his or her status as an employee of his or her employer
      and can in no event be understood or interpreted to mean that KO is his or
      her employer or that he or she has an employment relationship with
      KO;

              


      

      
        	
                     
      (k)

              	
                no
      claim or entitlement to compensation or damages arises from the
      termination of the options or diminution in value of the options or shares
      purchased under the Plan, and the optionee irrevocably releases KO and his
      or her employer, if different from KO, from any such claim that may
      arise;

              


      

      
        	
                 
      

              	
                (l)

              	
                participation
      in the Plan shall not create a right to further employment with the
      optionee’s employer and shall not interfere with the ability of the
      optionee’s employer to terminate the optionee’s employment relationship at
      any time, with or without cause;

              


      

      
        	
                     
      (m)

              	
                the
      terms of the optionee’s employment with KO do not include the grant of
      stock options; and

              


      

      
        	
                     
      (n)

              	
                if
      all or any part or application of the provisions of this Agreement are
      held or determined to be invalid or unenforceable for any reason
      whatsoever by a court of competent jurisdiction in an action between
      optionee and KO, each and all of the other provisions of this Agreement
      shall remain in full force and
effect.

              


      

      11.  Governing
law.  This Agreement has been made in and shall be construed
under and in accordance with

            the
laws of the State of Delaware, USA.

      12. Headings.  Paragraph
headings are included for convenience and shall not affect the meaning or
interpretation

            of
this Agreement.


      
        
           
4

        

        
           


          
            

          

        

        
           


        

      


      


      THE
COCA-COLA COMPANY

      By:  The
Committee

      


      


                                                                        

      Authorized Signature

      


      Using
the Merrill Lynch voice response system or other available means,  the
optionee must accept the above options to purchase shares of KO common stock in
accordance with and subject to the terms and conditions of this Agreement and
the Plan, acknowledge that he or she has read this Agreement and the Plan, and
agree to be bound by this Agreement, the Plan and the actions of the
Committee.  If he or she does not do so  prior to [Date],
then KO may declare the option grant null and void at any time. Also, in the
unfortunate event that death occurs before this Agreement has been
accepted,  this option grant will be voided, which means the options
will terminate automatically and cannot be transferred to the optionee's heirs
pursuant to the optionee's will or the  laws of descent and
distribution.


      
        
          5 


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

      Prohibited
Activities

      


      For
purposes of this Agreement, the term “Prohibited Activity” shall include any and
all of the following:

      


      
        	
                (a)  

              	
                Non-Disparagement –
      making any statement, written or verbal, in any forum or media, or taking
      any action in disparagement of KO or any Related Company or affiliate
      thereof, including but not limited to negative references to KO or its
      products, services, corporate policies, or current or former officers or
      employees, customers, suppliers, or business partners or
      associates;

              


      

      
        	
                (b)  

              	
                No Publicity –
      publishing any opinion, fact, or material, delivering any lecture or
      address, participating in the making of any film, radio broadcast or
      television transmission, or communicating with any representative of the
      media relating to confidential matters regarding the business or affairs
      of KO which optionee was involved with during optionee’s
      employment;

              


      

      
        	
                (c)  

              	
                Non-Disclosure of Trade
      Secrets – failure to hold in confidence all Trade Secrets of KO
      that came into optionee’s knowledge during optionee’s employment by KO or
      any Related Company, or disclosing, publishing, or making use of at any
      time such Trade Secrets, where the term "Trade Secret" means any technical
      or non-technical data, formula, pattern, compilation, program, device,
      method, technique, drawing, process, financial data, financial plan,
      product plan, list of actual or potential customers or suppliers or other
      information similar to any of the foregoing, which (i) derives economic
      value, actual or potential, from not being generally known to and not
      being readily ascertainable by proper means by, other persons who can
      derive economic value from its disclosure or use, and (ii) is the subject
      of efforts that are reasonable under the circumstances to maintain its
      secrecy;

              


      

      
        	
                (d)  

              	
                Non-Disclosure of Confidential
      Information – failure to hold in confidence all Confidential
      Information of KO that came into optionee’s knowledge during optionee’s
      employment by KO or any Related Company, or disclosing, publishing, or
      making use of such Confidential Information, where the term "Confidential
      Information" means any data or information, other than Trade Secrets, that
      is valuable to KO and not generally known to the public or to competitors
      of KO;

              


      

      
        	
                (e)  

              	
                Return of Materials –
      failure of optionee, in the event of optionee’s termination of
      employment for any reason, promptly to deliver to KO all memoranda, notes,
      records, manuals or other documents, including all copies of such
      materials and all documentation prepared or produced in connection
      therewith, containing Trade Secrets or Confidential Information regarding
      KO's business, whether made or compiled by optionee or furnished to
      optionee by virtue of optionee’s employment with KO or a Related Company,
      or failure promptly to deliver to KO all vehicles, computers, credit
      cards, telephones, handheld electronic devices, office equipment, and
      other property furnished to optionee by virtue of optionee’s employment
      with KO or a Related Company;

              


      

      
        	
                (f)  

              	
                Non-Compete – rendering
      services for any organization which, or engaging directly or indirectly in
      any business which, in the sole judgment of the Committee or the Chief
      Executive Officer of KO or any senior officer designated by the Committee,
      is or becomes competitive with KO;

              


      

      
        	
                (g)  

              	
                Non-Solicitation
      –soliciting or attempting to solicit for employment for or on behalf of
      any corporation, partnership, or other business entity any employee of the
      Company with whom optionee had professional interaction during the last
      twelve months of optionee’s employment with KO;
  or

              


      

      
        	
                (h)  

              	
                Violation of KO Policies
      – violating any written policies of KO or optionee’s employer
      applicable to optionee, including without limitation, KO’s insider trading
      policy.

              


      

      


      


      


      


      


      Nothing
in this Agreement is intended to or shall be interpreted as diminishing or
otherwise limiting KO’s right under applicable state law or any prior agreement
I have signed or made with KO regarding trade secrets, confidential information,
or intellectual property.

      


       

      


       

      



      
        
           
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