ko8k021809x10-3.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.3

        

      

    


    THE
COCA-COLA COMPANY

    2002
STOCK OPTION PLAN

    (Amended
and Restated through February 18, 2009)

     

    Section 1.
Purpose

     

            The
purpose of The Coca-Cola Company 2002 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, 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 

     

     

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    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 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 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 $.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 or
SAR 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.

     

    "SAR"
means stock appreciation rights granted under this Plan. An SAR entitles the
Participant to receive, in KO Common Stock, value equal to the excess of:
a) the fair market value of a specified number of shares of KO Common Stock
at the time of exercise; over b) an exercise price established by the
Committee.

     

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    Section 3.
Options and SARs

     

            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).

     

            The
Company may grant SARs to any persons meeting the eligibility requirements in
Sections 6(a), (b) and (c).

     

            An
individual who is granted an Option and/or an SAR 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
Related Companies (including officers, whether or not they are directors) and
consultants to whom, and the time or times at which, Options and SARs will be
granted; the number of shares to be subject to each Option and SAR; the duration
of each Option and SAR; the time or times within which the Option or SAR may be
exercised; the cancellation of the Option or SAR (with the consent of the holder
thereof); and the other conditions of the grant of the Option or SAR, at grant
or while outstanding, pursuant to the terms of the Plan. The provisions and
conditions of the Options or SARs need not be the same with respect to each
optionee or with respect to each Option or SAR.

     

            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 and SARs 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 or SARs granted
thereunder may not exceed 120,000,000 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 

     

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    a given
date. 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
and/or SARs may be granted to:

     

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

    


    (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 at 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 and SARs 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 or SARs 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 or SAR shall be exercisable 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 or SAR
award.

     

    Section 7.
Awards of Options and SARs

     

            Except
as otherwise specifically provided in this Plan, Options and SARs granted
pursuant to the Plan shall be subject to the following terms and
conditions:

     

     

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    (a)   Option
Price and Exercise Price. The option price (for NSOs and ISOs) and the exercise
price (for SARs) 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. If necessary to comply
with foreign laws, the Committee may, at its sole discretion, grant Options and
SARs at an option price or exercise price less than 100% of the fair market
value of the KO Common Stock on the date of grant.

     

    (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 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 (6) 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 or SAR 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 and SARs. The duration of Options and SARs shall be determined by the
Committee, but in no event shall the duration of an Option or SAR exceed ten
years from the date of its grant.

     

    (e)   Vesting.
Options and SARs 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 and SARs 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.

     

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    (f)    Other Terms and Conditions.
Options and SARs 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 or
SAR shall be exercisable in whole or in part for a period of twelve
(12) months from the date on which the Option or SAR is granted. The grant
of an Option or SAR 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 or SAR 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 and SARs

     

            No
Option or SAR 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 or SAR shall be exercisable only by the optionee personally
or by the optionee's legal representative.

     

    
      Section 9. Effect of Termination of Employment, Other
Changes of Employment or Employee 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 and SARs become immediately vested.

            	 
      	
              Option/SAR
      expiration date provided in grant continues to apply.

            
	
              Employment
      terminates after 

               

               

               

               

               

              attaining
      age 60 and completing 10 Years of Service.

            	 
      	
              Options
      and SARs held at least 

               

              6

               

               

               

              12
      full calendar months become immediately vested; Options and SARs held less
      than 12 full calendar months are forfeited.

            	 
      	
              Option/SAR
      expiration date

               

               

               

               

               

              provided
      in grant continues to apply.

            
	
              Employment
      terminates upon death.

            	 
      	
              All
      Options and SARs become immediately vested.

            	 
      	
              Right
      of executor, administrator of estate (or other transferee permitted by
      Section 8) to exercise Options and SARs terminates on earlier of
      (1) 5 years from the date of death, or (2) the Option/SAR
      expiration date provided in the grant.

            
	
              Employment
      terminates upon Change in Control.

            	 
      	
              All
      Options and SARs become immediately vested.

            	 
      	
              Option/SAR
      expiration date provided in grant continues to apply.

               

               

               

            
	 
      	 
      	 
      	 
      	 
      
	
              Termination
      of employment for any other reason.

            	 
      	
              Unvested
      Options and SARs are forfeited.

            	 
      	
              Expires
      upon earlier of (1) 6 months from termination date, or (2) the
      Option/SAR expiration date provided in the grant.

            
	
              US
      military leave.

            	 
      	
              Vesting
      continues during leave.

            	 
      	
              The
      Option/SAR expiration date provided in the grant continues to
      apply.

            
	
              Eleemosynary
      service.

               

            	 
      	
              Committee's
      discretion.

            	 
      	
              Committee's
      discretion.

            
	
              US
      FMLA leave of absence

            	 
      	
              Vesting
      continues during leave.

            	 
      	
              The
      Option /SAR 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 and SARs are forfeited.

            	 
      	
              Expires
      upon earlier of (1) 6 months from termination date or
      (2) Option/SAR expiration date provided in the
  grant.

            
	
              Employment
      transferred to Related Company.

            	 
      	
              Vesting
      continues after transfer.

            	 
      	
              The
      Option/SAR 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/SAR expiration date provided in the
    grant.

            	 
      	
              Not
      applicable

               

               

              7

               

               

               

            	 
      	
              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/SAR
      expiration date that applied at the date of
  death.

            


    

     

    In the
case of other leaves of absence not specified above, optionees will be deemed to
have terminated employment (so that Options and SARs unvested will expire and
the option/SAR 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 at 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 or SAR 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, 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 and SARs at the time of grant or (with the consent of the affected
optionee) on the expiration or exercisability of outstanding Options and SARs.
However, no Option or SAR 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 SAR or receivable upon the exercise of an Option or SAR, 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
or SAR for which the record date is prior to the date on which the optionee or
transferee shall have in fact become the holder.

     

    Section 11. 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 and SARs as well as the number
of shares of KO Common Stock subject to any outstanding Option or SAR and the
Option price or exercise price thereof. Any such adjustment may provide for the


     

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    elimination
of any fractional shares, which might otherwise become subject to any Option or
SAR, 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 or SARs 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 or SAR 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 or SAR be repriced or replaced without
share-owner 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 or SAR 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 and SARs theretofore granted upon a finding by the Committee that
such amendment or modification is in the best interest of holders of outstanding
Options and SARs affected thereby. Grants of ISOs may be made under this Plan
until April 17, 2012 or such earlier date as this Plan is terminated, and
grants of NSOs and SARs 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 or SARs
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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