The Coca-Cola Company (the "Company") hereby agrees to award to the recipient named below (the "Recipient") on the date set forth below ("Grant Date") the number of shares of Common Stock, $.25 par value, of the Company (the "Shares"), in accordance with and subject to the terms, conditions and restrictions of this Agreement. If the conditions described below are satisfied, such award will be made under the terms of The Coca-Cola Company 1989 Restricted Stock Award Plan (the "Plan"), as amended, on the Grant Date.
Name of Recipient: XXXXXXXXXX
Target Award: XX,XXX Shares
Relevant Dates: The following dates are applicable for this Agreement:
Agreement Date | ||
Acceptance Date | ||
Performance Period | ||
Grant Date (Issue Date) | ||
Vesting Period | ||
Release Date | ||
Performance Criteria: The following performance criteria must be met for an award of Shares to be made under this Agreement. The number of Shares awarded on the Grant Date shall be determined from the Target Award and the following schedule:
Compound Annual Growth in Earnings Per Share during the Performance Period |
Percentage of Target Award to be Granted |
|
% (Maximum Award) | 150% | |
% | 125% | |
% (Target Award) | 100% | |
% | 83% | |
% | 66% | |
% (Minimum Award) | 50% | |
Less than % | 0 | |
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The performance criteria shall be: compound annual growth in earnings per share. Earnings per share shall be defined as:
Numerator: | the numerator set forth in the definition of diluted earnings per share under United States Generally Accepted Accounting Principles (U.S. GAAP) (Financial Accounting Standard 128 and/or applicable standards and interpretations in effect for the year), excluding items as defined below. | |
divided by |
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Denominator: |
the denominator set forth in the definition of diluted earnings per share under U.S. GAAP (Financial Accounting Standard 128 and/or applicable standards and interpretations in effect for the year). |
The calculation of compound annual growth in earnings per share shall be adjusted for significant structural changes, accounting changes, and other operating and non-operating charges and gains disclosed separately in the year-end earnings release or other Company public communications for the base year and each year of the Performance Period. The intent of this adjustment is to provide a consistent year-to-year comparison of performance on the specified measure.
Compound annual growth rate in earnings per share shall be rounded to the nearest whole percentage point.
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TERMS AND CONDITIONS OF THIS AGREEMENT
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Recipient's treatment depending on the reason for the Recipient's separation from the Company and the timing of the event.
During the Performance Period | Between the end of the Performance Period and the Grant Date |
Between the Grant Date and the Release Date | |||||||
Death | | The Performance Period shall | | If the Performance Criteria | Shares granted will be released | ||||
be shortened to the beginning | have not been met, there shall | within 90 days following the | |||||||
of the original Performance | be no award. | Recipient's death. | |||||||
Period through the end of the | | If the Performance Criteria | |||||||
year of death. | are met, instead of an award | ||||||||
| If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient's estate shall be paid a cash amount equal to the value of the Shares that would have been awarded on the Grant Date, prorated as described below. The value shall be determined as the date of the February Compensation Committee meeting following the year of death. | of Shares, the Recipient's estate shall be paid a cash amount equal to the value of the Shares that would have been awarded on the Grant Date. The value shall be determined as of the later of the Grant Date or the date of death. | |||||||
Disability | | The Performance Period | | If the Performance Criteria | Shares granted will be released | ||||
continues. | have not been met, there shall | within 90 days following the | |||||||
| At the end of the Performance | be no award. | Recipient's disability. | ||||||
Period, there will be no | | If the Performance Criteria | |||||||
Award unless, and to the | are met, instead of an award | ||||||||
extent that, the Performance | of Shares, the Recipient shall | ||||||||
Criteria are met. | be paid a cash amount equal | ||||||||
| If the Performance Criteria | to the value of the Shares that | |||||||
are met, instead of an award | would have been awarded, | ||||||||
of Shares, the Recipient shall | with the value determined | ||||||||
be paid a cash amount equal | as of the Grant Date. | ||||||||
to the value of the Shares that would have been awarded, prorated as described below, with the value determined as of the Grant Date. | |||||||||
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Retirement | | Awards held less than 12 months as of the date of Retirement shall be forfeited. | | If the Performance Criteria have not yet been certified, a grant of Shares will be made | Shares granted will be released within 90 days following the Recipient's Retirement date. | ||||
| For Awards held at least 12 months, a prorated grant of Shares will be made 30 days prior to the Recipient's Retirement date (or on the closest business day thereto). The number of Shares granted and the terms of those Shares shall be as set forth in section viii) below. | 30 days prior to the Recipient's Retirement date (or on the closest business day thereto) based on preliminary estimates of the results. These Shares shall continue to be subject to forfeiture if the certified results are less than what was preliminarily awarded. Any | |||||||
| Recipient must notify | nonforfeited Shares shall be | |||||||
Company of intent to retire | released within 90 days | ||||||||
90 days prior to retirement. | following the date the | ||||||||
Performance Criteria are certified. | |||||||||
| If the Performance Criteria have been certified, the applicable number of Shares shall be granted 30 days prior to the Recipient's Retirement date and released within 90 days following the Recipient's Retirement date. | ||||||||
Transfer to a | | The Performance Period and | | If the Performance Criteria | | Vesting Period continues. | |||
Related Company | Vesting Period continues. | have not been met, there shall | | Shares granted will be | |||||
| At the end of the Performance | be no award. | released on the Release Date, | ||||||
Period, there will be no | | If the Performance Criteria | provided all other terms and | ||||||
Award unless, and to the | are met, the Vesting Period | conditions are satisfied and | |||||||
extent that, the Performance | continues. Provided that the | Recipient continues to be | |||||||
Criteria are met. | Recipient continues to be | employed by a Related | |||||||
| If the Performance Criteria | employed by a Related | Company until the Release | ||||||
are met, instead of an award | Company until the Release | Date. | |||||||
of Shares, the Recipient shall | Date, instead of an award of | ||||||||
be paid a cash amount equal | Shares, the Recipient shall be | ||||||||
to the value of the Shares that | paid a cash amount equal to | ||||||||
would have been awarded, | the value of the Shares that | ||||||||
prorated as described below, | would have been awarded, | ||||||||
paid on the Release Date, | with the value determined as | ||||||||
with the value determined as | of the Release Date. | ||||||||
of the Release Date. In order | |||||||||
to receive any payment, the | |||||||||
Recipient must continue to be | |||||||||
employed by a Related | |||||||||
Company until the Release | |||||||||
Date. | |||||||||
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Involuntary Separation (other than for Cause) | | Awards held less than 12 months from the date of Involuntary Separation shall | | If the Performance Criteria have not been met, there shall be no award. | A prorated number of Shares (prorated based on the number of months between the beginning of | ||||
be forfeited. | | If the Performance Criteria | the performance period and the | ||||||
| For all other awards, the | have been met, Recipient | date of separation), will be | ||||||
Performance Period | shall be paid a cash amount | released within 90 days of the | |||||||
continues. | equal to the value of a | date of involuntary separation. | |||||||
| At the end of the Performance | prorated number of Shares | |||||||
Period, there will be no award | that would have been | ||||||||
unless, and to the extent that, | awarded (prorated based on | ||||||||
the Performance Criteria are | the number of months | ||||||||
met. | between the beginning of the | ||||||||
| If the Performance Criteria | performance period and the | |||||||
are met, instead of an award | date of separation), with the | ||||||||
of Shares, the Recipient shall | value determined as of the | ||||||||
be paid a cash amount equal | later of the Grant Date or the | ||||||||
to the value of 50% of the | date of separation. | ||||||||
Shares that would have been awarded, prorated as described below, with the value determined as of the Grant Date. | |||||||||
Voluntary resignation or Termination for Cause | Forfeit entire award | Forfeit entire award | Forfeit entire award | ||||||
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Performance Criteria is certified. If the Recipient would have received more Shares had he remained employed, no additional Shares, cash or other remuneration is due to the Recipient.
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awarded under this Agreement, or the subsequent disposition or transfer of the Shares (the "Potential Tax Events"). The Recipient acknowledges that these requirements may change from time to time as laws or interpretations change.
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Company and his or her employer, if different from the Company, from any such claim that may arise;
THE COCA-COLA COMPANY | ||||
BY: |
THE COMMITTEE |
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Authorized Signature |
I have read the above Agreement and hereby accept the above award under the terms and conditions of this Agreement and I agree to be bound thereby and by the actions of the Committee.
Recipient | ||||
Date: |
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STOCK POWER
FOR VALUE RECEIVED, hereby sells, assigns and transfers unto The Coca-Cola Company (the "Company"), a Delaware corporation (FEIN 58-628465), shares of the Common Stock of the Company standing in my name on the books of the Company represented by Certificate(s) No(s). herewith, and do hereby irrevocably constitute and appoint any officer or any duly authorized representative of the Company attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.
Dated: | ||||
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