Exhibit 10.1

 

THE COCA-COLA COMPANY
 1999 STOCK OPTION PLAN 
 (Amended and Restated Through February 16, 2011)

 

Section 1. Purpose

 

The purpose of The Coca-Cola Company 1999 Stock Option Plan (the “Plan”) is to advance the interest of The Coca-Cola Company (the “Company”) and its Related Companies (as defined in Section 2) by encouraging and enabling the acquisition of a financial interest in the Company by officers and other key employees of the Company or its Related Companies. In addition, the Plan is intended to aid the Company and its Related Companies in attracting and retaining key employees, to stimulate the efforts of such employees and to strengthen their desire to remain in the employ of the Company and its Related Companies. Also, the Plan is intended to help the Company and its Related Companies, in certain instances, to attract and compensate consultants to perform key services.

 

Section 2. Definitions

 

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

 

“Business Day” means a day on which the New York Stock Exchange is open for securities trading.

 

“Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect on January 1, 1999, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act as in effect on January 1, 1999) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the shareowners of the Company approve any merger or consolidation as a result of which the KO Common Stock (as defined below) shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company, and such merger, consolidation, liquidation or sale is completed; or (iv) the shareowners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation, and such merger, consolidation, liquidation or sale is completed; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such times as

 

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a Change in Control would otherwise be deemed to have occurred, the Board of Directors determines otherwise. Additionally, no Change in Control will be deemed to have occurred under clause (i) if, subsequent to such time as a Change of Control would otherwise be deemed to have occurred, a majority of the Directors in office prior to the acquisition of the securities by such person determines otherwise.

 

“Committee” means a committee appointed by the Board of Directors in accordance with the Company’s By-Laws from among its members.

 

“Disabled” or “Disability” means a condition for which an optionee becomes eligible for a disability benefit under the long term disability insurance policy issued to the Company providing Basic Long Term Disability Insurance benefits pursuant to The Coca-Cola Company Health and Welfare Benefits Plan, or under any other long term disability plan which hereafter may be maintained by the Company, whether or not the optionee is covered by such plans.

 

“ISO” means an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

 

“KO Common Stock” means The Coca-Cola Company Common Stock, par value $.25 per share.

 

“Majority-Owned Related Company” means a Related Company in which the Company owns, directly or indirectly, 50% or more of the voting stock or capital at the relevant time.

 

“NSO” means a stock option that does not constitute an ISO.

 

“Options” means ISOs and NSOs granted under this Plan.

 

“Related Company” or “Related Companies” means corporation(s) or other business organization(s) in which the Company owns, directly or indirectly, 20% or more of the voting stock or capital at the relevant time.

 

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

 

Section 3. Options

 

The Company may grant ISOs and NSOs to those persons meeting the eligibility requirements in Section 6(a) and NSOs to those persons meeting the eligibility requirements in Sections 6(b) and 6(c).

 

Section 4. Administration

 

The Plan shall be administered by the Committee. No person, other than members of the Committee, shall have any discretion concerning decisions regarding the Plan. The Committee shall determine the key employees of the Company and its Related Companies (including officers, whether or not they are directors) and consultants to whom, and the time or times at which, Options will be

 

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granted; the number of shares to be subject to each Option; the duration of each Option; the time or times within which the Option may be exercised; the cancellation of the Option (with the consent of the holder thereof); and the other conditions of the grant of the Option, at grant or while outstanding, pursuant to the terms of the Plan. The provisions and conditions of the Options need not be the same with respect to each optionee or with respect to each Option.

 

The Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan, and may make determinations and may take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including interpretation of the Plan and the specific conditions and provisions of the Options granted hereunder by the Committee, shall be final and conclusive for all purposes and upon all persons including, but without limitation, the Company, its Related Companies, the Committee, the Board, officers and the affected employees and consultants to the Company and/or its Related Companies, optionees and the respective successors in interest of any of the foregoing.

 

Section 5. Stock

 

(a)   The KO Common Stock to be issued, transferred and/or sold under the Plan shall be made available from authorized and unissued KO Common Stock or from the Company’s treasury shares. The total number of shares of KO Common Stock that may be issued or transferred under the Plan pursuant to Options granted thereunder may not exceed 120,000,000 shares (subject to adjustment as described below). Such number of shares shall be subject to adjustment in accordance with Section 5 and Section 11.

 

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

 

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

 

Section 6. Eligibility

 

Options may be granted to:

 

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

 

(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

 

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be determined by the Committee in its sole discretion, employees of a Related Company who have not been employees of the Company or a Majority-Owned Related Company within the past eighteen (18) months, and

 

(c) consultants providing key services to the Company or its Related Companies (provided that consultants are natural persons and are not former employees of the Company or any Related Company, and that consultants shall be eligible to receive only NSOs and shall not be eligible to receive ISOs).

 

Effective January 1, 2008, Options may not be granted to any individual described in Section 6(b) or 6(c).   No person shall be granted the right to acquire, pursuant to Options granted under the Plan, more than 5% of the aggregate number of shares of KO Common Stock originally authorized under the Plan, as adjusted pursuant to Section 11.

 

Section 7. Awards of Options

 

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

 

(a)   Option Price. The Option price shall be no less than 100% of the fair market value of the KO Common Stock on the date of grant. The fair market value of a share of KO Common Stock shall be the average of the high and low market prices at which a share of KO Common Stock shall have been sold on the date of grant, or on the next preceding trading day if such date was not a trading date, as reported on the New York Stock Exchange Composite Transactions listing.

 

(b)   Payment of Option Price. The Option price shall be paid in full at the time of exercise, except as provided in the next sentence. If an exercise is executed by Merrill Lynch, Pierce, Fenner & Smith using the cashless method, the exercise price shall be paid in full no later than the close of business on the third Business Day following the exercise.

 

Payment may be in cash or, upon conditions established by the Committee, by delivery of shares of KO Common Stock owned for at least six (6) months by the optionee prior to the date of exercise.

 

The optionee, if a U.S. taxpayer, may elect to satisfy Federal, state and local income tax liabilities due by reason of the exercise by the withholding of shares of KO Common Stock.

 

If shares are delivered to pay the Option price or if shares are withheld for U.S. taxpayers to satisfy such tax liabilities, the value of the shares delivered or withheld shall be computed on the basis of the reported market price at which a share of KO Common Stock most recently traded prior to the time the exercise order was processed. Such price will be determined by reference to the New York Stock Exchange Composite Transactions listing.

 

(c)   Exercise May Be Delayed until Withholding is Satisfied. The Company may refuse to recognize the exercise an Option if the optionee has not made arrangements satisfactory to the

 

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Company to satisfy the tax withholding which the Company determines is necessary to comply with applicable requirements.

 

(d)   Duration of Options. The duration of Options shall be determined by the Committee, but in no event shall the duration of an Option exceed ten years from the date of its grant.

 

(e)   Vesting. Options shall contain such vesting terms as are determined by the Committee, at its sole discretion, including, without limitation, vesting upon the achievement of certain specified performance targets. In the event that no vesting determination is made by the Committee, Options shall vest as follows: (1) 25% on the first anniversary of the date of the grant; (2) 25% on the second anniversary of the date of the grant; (3) 25% on the third anniversary of the date of the grant; and (4) 25% on the fourth anniversary of the date of the grant.

 

(f)    Other Terms and Conditions. Options may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine appropriate from time to time, including vesting provisions; provided, however, that, except in the event of a Change in Control or the Disability or death of the optionee, no grant shall provide that an Option shall be exercisable in whole or in part for a period of twelve (12) months from the date on which the Option is granted. The grant of an Option to any employee shall not affect in any way the right of the Company and any Related Company to terminate the employment of such employee. The grant of an Option to any consultant shall not affect in any way the right of the Company and any Related Company to terminate the services of such consultant.

 

(g)   ISOs. The Committee, with respect to each grant of an Option to an optionee, shall determine whether such Option shall be an ISO, and, upon determining that an Option shall be an ISO, shall designate it as such in the written instrument evidencing such Option. If the written instrument evidencing an Option does not contain a designation that it is an ISO, it shall not be an ISO.

 

The aggregate fair market value (determined in each instance on the date on which an ISO is granted) of the KO Common Stock with respect to which ISOs are first exercisable by any optionee in any calendar year shall not exceed $100,000 for such optionee (or such other time limit as may be required by the Internal Revenue Code of 1986, as amended). If any subsidiary or Majority-Owned Related Company of the Company shall adopt a stock option plan under which Options constituting ISOs may be granted, the fair market value of the stock on which any such incentive stock options are granted and the times at which such incentive stock options will first become exercisable shall be taken into account in determining the maximum amount of ISOs which may be granted to the optionee under this Plan in any calendar year.

 

Section 8. Nontransferability of Options

 

No Option granted pursuant to the Plan shall be transferable otherwise than by will or by the laws of descent and distribution. During the lifetime of an optionee, the Option shall be exercisable only by the optionee personally or by the optionee’s legal representative.

 

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Section 9. Effect of Termination of Employment, Other Changes of Employment or 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 become immediately vested
    	
 
    	
Option   expiration date provided in grant continues to apply
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employment   terminates after attaining age 60 and completing 10 Years of Service
    	
 
    	
Option   held at least 12 full calendar months become immediately vested; Options   held less than 12 full calendar months are forfeited
    	
 
    	
Option   expiration date provided in grant continues to apply
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employment   terminates upon death
    	
 
    	
All   Options become immediately vested
    	
 
    	
Right   of executor, administrator of estate (or other transferee permitted by   Section 8) terminates on earlier of (1) 5 years from the date   of death, or (2) the expiration date provided in the Option
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employment   with the Company or a Majority-Owned Related Company terminates within two   years of a Change in Control(1)
    	
 
    	
All   Options become immediately vested
    	
 
    	
Option   expiration date provided in grant continues to apply
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Termination   of employment for any other reason.
    	
 
    	
Unvested   Options are forfeited
    	
 
    	
Expires   upon earlier of 6 months from termination date or Option expiration date   provided in grant
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
US   military leave
    	
 
    	
Vesting   continues during leave
    	
 
    	
Option   expiration date provided in grant continues to apply
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Eleemosynary   service
    	
 
    	
Committee’s   discretion
    	
 
    	
Committee’s   discretion
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
US   FMLA leave of absence
    	
 
    	
Vesting   continues during leave
    	
 
    	
Option   expiration date provided in grant continues to apply
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company   investment in 
    	
 
    	
Unvested   Options are forfeited
    	
 
    	
Expires   upon earlier of 
    


 




(1) Notwithstanding anything else herein, in the event of a Change in Control of the Company whereby the Options are to be i) cancelled or not assumed by the other party to the Change of Control, or ii) not replaced by substantially similar options by the other party to the Change of Control, all options become immediately vested upon the Change in Control.

 

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optionees   employer falls under 20% (this constitutes a termination of employment under   the Plan, effective the date the investment falls below 20%)
    	
 
    	
 
    	
 
    	
6 months   from termination date or Option expiration date provided in grant
    
	
OR
    	
 
    	
 
    	
 
    	
 
    
	
employment   is transferred to an entity in which the Company’s ownership interest is less   than 20%
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employment   transferred to Related Company
    	
 
    	
Vesting   continues after transfer
    	
 
    	
Option   expiration date provided in grant continues to apply
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Death   after employment has terminated but before Option has expired (note that   termination of employment may have resulted in a change to the original   Option expiration date provided in the grant)
    	
 
    	
Not   applicable
    	
 
    	
Right   of executor, administrator of estate (or other transferee permitted by   Section 8) terminates on earlier of (1) 5 years from the date of   death, or (2) the Option expiration that applied at the date of death   (note that termination of employment may have resulted in a change to the   original Option expiration date provided in the grant)
    


 

In the case of other leaves of absence not specified above, optionees will be deemed to have terminated employment (so that Options unvested will expire and the Option exercise period will end on the earlier of 6 months from the date the leave began or the Option expiration date provided in the grant), unless the Committee identifies a valid business interest in doing otherwise in which case it may specify what provisions it deems appropriate in its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

 

(b)   For Consultants. For optionees who are consultants, the provisions relating to changes of work assignment, death, disability, Change in Control, or any other provision of an Option shall be determined by the Committee at the date of the grant.

 

(c)   Committee Retains Discretion To Establish Different Terms Than Those Provided in Sections 9(a) or 9(b). Notwithstanding the foregoing provisions, the Committee may, in its sole discretion, establish different terms and conditions pertaining to the effect of an optionee’s termination on the expiration or exercisability of Options at the time of grant or (with the consent of the affected optionee) on the expiration or exercisability of outstanding Options. However, no Option can have a term of more than fifteen years.

 

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Section 10. No Rights as a Shareowner

 

An optionee or a transferee of an optionee pursuant to Section 8 shall have no right as a shareowner with respect to any KO Common Stock covered by an Option or receivable upon the exercise of an Option until the optionee or transferee shall have become the holder of record of such KO Common Stock, and no adjustments shall be made for dividends in cash or other property or other distributions or rights in respect to such KO Common Stock for which the record date is prior to the date on which the optionee or transferee shall have in fact become the holder of record of the share of KO Common Stock acquired pursuant to the Option.

 

Section 11. Adjustment in the Number of Shares and in Option Price

 

In the event there is any change in the shares of KO Common Stock through the declaration of stock dividends, or stock splits or through recapitalization or merger or consolidation or combination of shares or spin-offs or otherwise, the Committee or the Board shall make an appropriate adjustment in the number of shares of KO Common Stock available for Options as well as the number of shares of KO Common Stock subject to any outstanding Option and the Option price or exercise price thereof. Any such adjustment may provide for the elimination of any fractional shares which might otherwise become subject to any Option without payment therefor.

 

Section 12. Recapture of Options

 

The Company shall seek to recover any Option granted to any executive as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision required by law or the listing standards of the New York Stock Exchange.

 

Section 13. Amendments, Modifications and Termination of the Plan

 

The Board or the Committee may terminate the Plan at any time. From time to time, the Board or the Committee may suspend the Plan, in whole or in part. From time to time, the Board or the Committee may amend the Plan, in whole or in part, including the adoption of amendments deemed necessary or desirable to qualify the Options under the laws of various countries (including tax laws) and under rules and regulations promulgated by the Securities and Exchange Commission with respect to optionees who are subject to the provisions of Section 16 of the 1934 Act, or to correct any defect or supply an omission or reconcile any inconsistency in the Plan or in any Option granted thereunder, or for any other purpose or to any effect permitted by applicable laws and regulations, without the approval of the shareowners of the Company. However, in no event may additional shares of KO Common Stock be allocated to the Plan or any outstanding option be repriced or replaced without share-owner approval. Without limiting the foregoing, the Board of Directors or the Committee may make amendments applicable or inapplicable only to participants who are subject to Section 16 of the 1934 Act.

 

No amendment or termination or modification of the Plan shall in any manner affect any Option theretofore granted without the consent of the optionee, except that the Committee may amend or modify the Plan in a manner that does affect Options theretofore granted upon a finding by the Committee that such amendment or modification is in the best interest of holders of outstanding 

 

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Options affected thereby. Grants of ISOs may be made under this Plan until February 18, 2009 or such earlier date as this Plan is terminated, and grants of NSOs may be made until all of the 120,000,000 shares of KO Common Stock authorized for issuance hereunder (adjusted as provided in Sections 5 and 11) have been issued or until this Plan is terminated, whichever first occurs. The Plan shall terminate when there are no longer Options outstanding under the Plan, unless earlier terminated by the Board or by the Committee.

 

Section 14. 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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