Exhibit 10.2


 


PERFORMANCE INCENTIVE PLAN


OF THE COCA-COLA COMPANY


As Amended and Restated as of January 1, 2009


 


I. Plan Objective


 


The
purpose of the Performance Incentive Plan of The Coca-Cola Company is to
promote the interests of The Coca-Cola Company (the “Company”) by providing
additional incentive for participating officers and other employees who
contribute to the improvement of operating results of the Company and to reward
outstanding performance on the part of those individuals whose decisions and
actions most significantly affect the growth and profitability and efficient
operation of the Company.


 


The
Company intends for the Awards payable to certain Executives under this Plan to
be performance-based compensation under Code Section 162(m).


 


II. Definitions


 


The
terms used herein will have the following meanings:


 


“Award”
means an amount calculated and awarded under the Plan to a Participant.


 


“Board”
means the Board of Directors of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
means The Coca-Cola Company.


 


“Compensation
Committee” means the Compensation Committee of the Board (or a subset thereof)
consisting of not less than two members of the Board, each of whom is an “outside
director” under Code Section 162(m).


 


“Employee”
means any person regularly employed on a full-time or part-time basis by the
Company or a Related Company.


 


“Executive”
means any Employee whose compensation is within the purview of the Compensation
Committee pursuant to the Compensation Committee’s practices and policies.


 


“Management
Committee” means the committee appointed by the Compensation Committee to
administer the Plan.


 


“Minority-Owned
Related Company” means any corporation or business organization in which the
Company owns, directly or indirectly, during the relevant time, 20% or more,
but less than 50%, of the voting stock or capital.


 

















 


“Participant”
means an Employee who satisfies the eligibility requirements set forth in Section IV
of the Plan.


 


“Performance
Period” means the time period for which a Participant’s performance is measured
for purposes of receiving an Award.


 


“Plan”
means this Performance Incentive Plan of The Coca-Cola Company.


 


“Plan
Year” means the 12-month period beginning January 1 and ending December 31.


 


“Related
Company” means any corporation or business organization in which the Company
owns, directly or indirectly, during the relevant time, either (i) 50% or
more of the voting stock or capital where such entity is not publicly held, or (ii) an
interest which causes the other entity’s financial results to be consolidated
with the Company’s financial results for financial reporting purposes.


 


III. Administration


 


The
Plan will be administered by the Compensation Committee and/or the Management
Committee.  No person, other than members
of these committees, shall have any discretion concerning decisions regarding
the Plan.  The Compensation Committee
and/or the Management Committee, in its sole discretion, will determine which
of the Participants to whom, and the time or times at which, Awards will be
granted under the Plan, and the other conditions of the grant of the Awards.
The provisions and conditions of the grants of Awards need not be the same with
respect to each grantee or with respect to each Award.


 


The
Compensation Committee will, 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 will make determinations and will take
such other action in connection with or in relation to accomplishing the
objectives of the Plan as it deems necessary or advisable. Each determination
or other action made or taken by the Compensation Committee or the Management
Committee pursuant to the Plan, including interpretation of the Plan and the
specific conditions and provisions of the Awards granted hereunder will be
final and conclusive for all purposes and upon all persons including, but
without limitation, the Company, any Related Company, the Compensation Committee,
the Management Committee, the Board, officers, the affected Employees of the
Company or Related Companies, and any Participant or former Participant under
the Plan, as well as their respective successors in interest.


 


IV. Eligibility and Participation


 


 


a.             Eligibility.  Eligibility for participation in the Plan is
determined in the sole discretion of the Compensation Committee or the
Management Committee. An Employee is eligible to participate in the Plan if 1)
the Employee is compensated in an amount at least equal to the minimum salary
grade guideline established annually by the Management Committee, and 2) the
Employee is recommended for participation in the Plan by his or her immediate
superior and is approved for such participation by the operating head of the
Employee’s unit.


 


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The
fact that an Employee is eligible to participate in the Plan in one Plan Year
does not assure that the Employee will be eligible to participate in any
subsequent year. The fact that an Employee is eligible to participate in the
Plan for any Plan Year does not mean that the Employee will receive an Award in
any Plan Year.  The Compensation
Committee or the Management Committee will determine an Employee’s eligibility
for participation in the Plan from time to time prior to or during each Plan
Year.


 


b.             Participation.  In the case of Executives,
generally, the Compensation Committee annually will select the Participants no
later than 90 days after the beginning of a Performance Period (or, if shorter,
before 25% of the Performance Period has elapsed) in accordance with Code Section 162(m).  Following such selection by the Compensation
Committee, the Participants will be advised they are participants in the Plan
for a Performance Period.


 


V. Performance Criteria and Performance Goals


 


a.             Performance
Criteria.  Performance
will be measured based upon one or more objective criteria for each Performance
Period. Criteria will be measured over the Performance Period. No later than 90
days of the beginning of a Performance Period (or, if shorter, before 25% of
the Performance Period has elapsed), the Compensation Committee shall specify
in writing which of the following criteria will apply during such Performance
Period, as well as any applicable matrices, schedules, or formulae applicable
to weighting of such criteria in determining performance.  Only Performance Criteria that have been
approved by shareowners shall be used for awards to Executives.


 


·                  increase in shareowner value;
·                  earnings per share;
·                  net income;
·                  return on assets;
·                  return on shareowners’ equity;
·                  increase in cash flow;
·                  operating profit or operating margins;
·                  revenue growth of the Company;
·                  operating expenses;
·                  quality as determined by the Company’s Quality Index;


·                  economic profit;


·                  return on capital;


·                  return on invested capital;


·                  earnings before interest, taxes, depreciation
and amortization;


·                  earnings before interest, taxes, and
amortization;


·                  goals relating to acquisitions or
divestitures;


·                  unit case volume;


·                  operating income;


·                  brand contribution;


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


 


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


·                  net revenue;


·                  gross profit; and


·                  profit before tax.


 


b.             Performance Goals. 
Using any applicable matrices, schedules, or formulae applicable to
weighting of the performance criteria, the Compensation Committee will develop,
in writing, performance goals for the Participants for a Performance Period, no
later than 90 days of the start of the Performance Period (or, if shorter,
before 25% of the Performance Period has elapsed) in which they would
apply.  The Compensation Committee shall
have the right to use different performance criteria for different
Participants.  When the Compensation
Committee sets the performance goals for a Participant, the Compensation
Committee shall establish the general, objective rules which will be used
to determine the extent, if any, that a Participant’s performance goals have
been met and the specific, objective rules, if any, regarding any exceptions to
the use of such general rules, and any such specific, objective rules may
be designed as the Compensation Committee deems appropriate to take into
account any extraordinary or one-time or other non-recurring items of income or
expense or gain or loss or any events, transactions or other circumstances that
the Compensation Committee deems relevant in light of the nature of the performance
goals set for the Participant or the assumptions made by the Compensation
Committee regarding such goals.


 


In the case of an Executive,
in the event that a Participant is assigned a performance goal following the
time at which performance goals are normally established for the Performance
Period due to placement in a position, or due to a change in position after the
start of the Performance Period, the Performance Period for such Participant
may be the portion of the Plan Year or original Performance Period remaining,
whichever is applicable.  In such case,
the Compensation Committee will develop in writing performance goals for each
such Participant before 25% of the Performance Period in which they would apply
elapses.


 


VI. Awards


 


An
Award to a Participant will be based on a percentage of the Participant’s base
salary.  The Management Committee (or the
Compensation Committee) has discretion to adjust base salary for the purposes
of the Plan.


 


The
Compensation Committee or the Management Committee may, in each of their
respective sole discretion, adjust the Award for each Participant based upon
that Participant’s over achievement or under achievement in terms of his or her
individual performance and the performance of the Participant’s operating unit
during the Plan Year.  However, if any
amount of the Award is based upon criteria other than objective measures
established in accordance with Section V, the excess will not be
performance based compensation under Code Section 162(m).


 


a.             Hiring or Termination During
Performance Period.  An Employee who
is selected as a Participant after the beginning of a Plan Year or a
Participant who retires, who dies, or whose employment is transferred to a
Related Company or Minority-Owned Related Company prior to the end of such Plan
Year will be eligible to receive a pro rata share of an Award based on the
number 


 


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of months of participation during any portion
of such Plan Year if, in the sole discretion of the Compensation Committee or
the Management Committee, such an award is merited. A Participant whose
employment is otherwise terminated prior to the end of such Plan Year will not
be eligible for an Award.


 


b.             Termination of Employment Prior
to Payment.  A Participant shall
receive payment of an Award for any Performance Period if his or her employment
with the Company or a Related Company has terminated before the date the Award
is actually paid unless the Compensation Committee in the exercise of its
absolute discretion affirmatively directs the Company not to pay such Award to,
or on behalf of, such Participant.


 


VII. Determination and Timing of Awards


 


At
the end of each applicable Performance Period, the Compensation Committee shall
certify the extent, if any, to which the measures established in accordance
with Section V have been met.  All
Awards to Participants who are Executives will be made by the Compensation
Committee in its sole discretion. Awards to all other Participants shall be
made by the Management Committee in its sole discretion. Awards will be paid
for a particular Plan Year on the March 15th following the
end of the Plan Year, or if March 15th is not a
business day, the first business day immediately preceding the March 15th following the end of the Plan Year.


 


VIII. Method of Payment of Awards


 


a.             Payments of Awards. Except
as otherwise provided in this Plan, Awards for each Participant will be paid in
cash.


 


b.             Deferral of Payment of Award.  An Award paid in cash may be deferred under
The Coca-Cola Company Deferred Compensation Plan (or comparable international
plan, if any) if the language of the applicable plan so provides.


 


c.             Recapture of Award.


 


(i)            If, within one year
after receiving an Award, any Employee (a) renders services for any organization
which, in the sole judgment of the Compensation Committee or Management
Committee, is or becomes competitive with the Company, or (b) is
terminated for a violation of any written policy of the Company, the Employee
shall reimburse the Company the full amount of the Award, except where
prohibited by local law.


 


(ii)           The Company will
seek to recoup any Award paid to any Executive if (a) the amount of such
Award was based on the achievement of certain financial results that were
subsequently the subject of a restatement, (b) the Compensation Committee
determines that such Executive engaged in misconduct that resulted in the
obligation to restate, and (c) a lower Award would have been made to the
Executive based upon the restated financial results.


 


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d.             Withholding for Taxes. The
Company will have the right to deduct from any and all Award payments any taxes
required to be withheld with respect to such payment, including hypothetical
taxes under the Company’s International Service Program Policy and/or Tax
Equalization Policy.   For Participants
who are International Service Associates or other international employees, all
taxes remain the Participant’s responsibility, except as expressly provided in
the Company’s International Service Policy and/or Tax Equalization Policy.   The Company and any Related Company (i) make
no representations or undertaking regarding the treatment of any taxes in
connection with any Award; and (ii) do not commit to structure the terms
of the Award to reduce or eliminate the Participant’s liability for taxes.


 


e.             Payments to Estates. Awards
and interest thereon, if any, which are due to a Participant pursuant to the
provisions hereof and which remain unpaid at the time of his or her death will
be paid in full to the Participant’s estate.


 


f.              Offset for Monies Owed.  Any payments made under this Plan will be
offset for any monies that the Management Committee determines are owed to the
Company or any Related Company.


 


IX. Amendment and Termination


 


The
Compensation Committee may amend, modify, suspend, reinstate or terminate this
Plan in whole or in part at any time or from time to time; provided, however,
that no such action will adversely affect any right or obligation with respect
to any Award theretofore made. The Compensation Committee and the Management
Committee may deviate from the provisions of this Plan to the extent such
committee deems appropriate to conform to local, laws and practices.


 


X. Applicable Law


 


The
Plan and all rules and determinations made and taken pursuant hereto will
be governed by the laws of the State of Delaware, to the extent not preempted
by federal law, and construed accordingly.


 


XI. Effect on Benefit Plans


 


Awards
will not be included in the computation of benefits under any group life
insurance plan, travel accident insurance plan, personal accident insurance
plan or under Company policies such as severance pay and payment for accrued
vacation, unless required by applicable laws.


 


XII. Change in Control


 


If
there is a Change in Control as defined in this Section XII at any time
during a Plan Year, (1) the Compensation Committee or the Management
Committee promptly shall determine the Award which would have been payable to
each Participant under the Plan for such Plan Year if he had continued for work
for the Company for such entire year and all performance goals established
under Section V had been met in full for such Plan Year by multiplying his
target percentage by his annual salary as in effect on the date of such Change
in Control and (2) each such Participant’s 


 


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nonforfeitable interest in his Award (as so
determined by the Compensation Committee or the Management Committee)
thereafter shall be determined by multiplying such Award by a fraction, the
numerator of which shall be the number of full, calendar months he is an
employee of the Company during such Plan Year and the denominator is 12 or the
number of full calendar months the Plan is in effect during such Plan Year,
whichever is less. The payment of a Participant’s nonforfeitable interest in
his Award under this Section XII shall be made in cash as soon as
practicable after his employment by the Company terminates or as soon as
practicable after the end of such Plan Year, whichever comes first.


 


A
“Change in Control,” for purposes of this Section XII, will 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 promulgated under the
Securities Exchange Act of 1934 (the “Exchange Act”) as in effect on January 1,
2004, provided that such a change in control will be deemed to have occurred at
such time as (i) any “person” (as that term is used in Sections 13(d) and
14(d)(2) of the Exchange Act as in effect on January 1, 2004) is or
becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act as in effect on January 1, 2004) directly or indirectly, of securities
representing 20% or more of the combined voting power for election of directors
of the then outstanding securities of the Company or any successor of the
Company; (ii) during any period of two consecutive years or less,
individuals who at the beginning of such period constituted the Board cease, for
any reason, to constitute at least a majority of the Board, 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 its stock will 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 will
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 will be deemed
to have occurred if, prior to such time as a Change in Control would otherwise
be deemed to have occurred, the Board 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.


 


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