LETTER AGREEMENT BETWEEN KO AND CARL WARE
Published on March 26, 2003
EXHIBIT 10.30
[LETTERHEAD OF THE COCA-C0LA COMPANY]
October 24, 2002
CONFIDENTIAL
Mr. Carl Ware
Atlanta, Georgia 30331
Re: Your Retirement from The Coca-Cola Company (the "Company")
Dear Carl:
This is to confirm the terms of your upcoming retirement from the Company,
effective as of February 1, 2003:
1. You will resign from your officership effective, January 31, 2003, and
retire from the Company effective, February 1, 2003.
2. Upon your retirement, the restrictions on the 176,000 restricted
shares granted to you pursuant to the 1983 Restricted Stock Plan will
be released, subject to applicable tax withholdings, and delivered to
you as soon as reasonably practicable thereafter, according to the
terms of the 1983 Plan. You will be provided a gross-up for federal
and state taxes pursuant to the terms of the 1983 Restricted Stock
Plan on these shares.
3. Upon your retirement and subject to the approval of the Compensation
Committee of the Company's Board of Directors, the Company will
release the restrictions on the 36,000 restricted shares granted to
you pursuant to the 1989 Restricted Stock Plan, and deliver such
shares to you, subject to applicable tax withholdings, as soon as
reasonably practicable thereafter.
4. You will forfeit the 125,000 performance-based restricted shares
granted to you pursuant to the 1989 Restricted Stock Plan, in
accordance with the terms of the grant.
5. As provided under the terms of the Plans, all stock options you have
held in the Company since February 1, 2002 will become fully vested
upon your retirement and will remain exercisable until the original
expiration date stated in each plan.
Mr. Carl Ware
Page 2
6. You will be eligible for payment of an Annual Incentive bonus for
your performance in 2002, in accordance with the terms of the
Executive Performance Program, and Executive Incentive Plan and
payable when and as such bonuses are paid to other executives in the
Company.
7. You will be eligible for prorated performance periods in progress
under the Long Term Incentive Plan, in accordance with the terms of
the Plan and payable when and as such payments are made to other
executives in the Company.
8. Any payments made to you under the Executive Performance Program, the
Executive Incentive Plan or the Long Term Incentive Plan will be made
subject to applicable withholding taxes.
9. Upon the retirement and subject to the approval of the Compensation
Committee of the Company's Board of Directors in February 2003, the
Company will pay you a lump sum cash payment of $600,000, less
applicable taxes, in recognition of your special service to the
Company.
10. The Company will grant title and possession to you of the mobile
telephones and laptop computer currently assigned to you. The fair
market value of these items will be personal income to you.
11. You will become eligible to participate in all retiree medical,
dental, vision and prescription drug coverage plans as of February 1,
2003, and all other benefits and opportunities normally available to
retirees in good standing of the Company.
12. In the event of your death, all payments and benefits payable to you
will be made in accordance with the terms of the applicable plans or,
if no applicable plan, to your estate.
13. As we desire to continue to use your services as a senior advisor
after your retirement, the Company will enter into a three-year
consulting agreement with you, beginning March 1, 2003, at the annual
rate of $225,000. The terms of our agreement will be outlined and
agreed at a later date.
Mr. Carl Ware
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No letter of this kind can begin to express our appreciation for the long
and loyal service you have rendered to and on behalf of the Company. Please
accept my personal thanks on behalf of all your many friends and colleagues at
The Coca-Cola Company.
Sincerely,
/s/ Douglas N. Daft
Accepted and agreed to this
7th day of November, 2002
/s/ Carl Ware