EXECUTIVE INCENTIVE PLAN
OF THE COCA-COLA COMPANY
I. Plan Objective
The purpose of the Executive Incentive Plan of The Coca-Cola Company is to
promote the interests of the Company by providing a competitive level of
incentive compensation for participating executive and senior officers to better
enable the Company to attract and retain highly qualified executive and senior
officers. This Plan is intended to provide an opportunity through which the
Company can measure and reward the performance of eligible participating
executive and senior officers pursuant to standards based on performance
measures other than the Companys financial performance.
The terms used herein will have the following meanings:
a. "Award" means an award, with adjustments (if any), paid pursuant to the
provisions of the Plan.
b. "Board of Directors" means the Board of Directors of the Company.
c. "Committee" means the Compensation Committee of the Board of Directors
or a subcommittee thereof consisting of not less than two members of
the Board of Directors.
d. "Company" means The Coca-Cola Company and any corporation or other
business organization in which the Company owns, directly or
indirectly, at least 20 percent of the voting stock or capital.
e. "Opportunity" will have the meaning set forth in Section V(a) hereof.
f. "Participant" means an executive or senior officer who is selected for
participation by the Committee.
g. "Plan" means this Executive Incentive Plan of The Coca-Cola Company.
h. "Plan Year" means the 12 month period beginning January 1 and ending
III. Administration of the Plan
The Committee will have full power and authority to interpret and
administer the Plan in accordance with the rules and determinations adopted by
Eligibility for participation in the Plan is limited to executive and
senior officers who are selected in the sole discretion of the Committee. No
person will be automatically entitled to participate in the Plan in any Plan
The fact that an executive or senior officer has been designated eligible
to participate in the Plan in one Plan Year does not assure that such officer
will be eligible to participate in any subsequent year. The fact that an
executive or senior officer participates in the Plan for any Plan Year does not
mean that such officer will receive an Award in any Plan Year.
V. Determination of Performance Criteria
a. The Committee will determine a dollar amount for each Participant that
will represent a percentage of the Participants annual salary and level of
responsibility (the "Opportunity") that may be awarded to each such Participant
under this Plan for such Plan Year, provided that such Participant satisfies
certain performance criteria.
The Committee will, at the time the Opportunity is determined, designate
certain individual performance criteria for each Participant. Such criteria may
include, but will not be limited to, any of the following: (i) enhancement of
diversity among the employees of the Company; (ii) improvement in the quality of
the Companys products; (iii) outstanding individual professional performance;
and (iv) any other criteria as approved by the Committee. Awards will be paid
for such Plan Year at such time following the end of the Plan Year as will be
determined by the Committee.
Any Participant who changes executive positions during the Plan Year and
who retains the Opportunity initially set for him or her may have his or her
Award determined by prorating the portion of the Award that would be derived
upon satisfaction of the individual performance criteria for the portion of the
year to which such Opportunity applies.
b. The satisfaction of individual performance criteria for a particular
Plan Year will be determined and approved as follows: (i) the determination and
approval with respect to the Chairman and Chief Executive Officer will be made
by the Committee, and (ii) the determination and approval with respect to the
other executive and senior officers will be made by the Committee upon the
recommendation of the Chairman and Chief Executive Officer. Awards will be paid
for such Plan Year at such time following the end of the Plan Year as will be
determined by the Committee. The date on which the Committee approves the
satisfaction of performance criteria and determines the Awards is called the
Award Certification Date.
VI. Method of Payment of Awards
All Awards will be paid in cash within 60 days following the Award
Certification Date, unless the Committee has, no later than the grant of an
Award, received and, in its sole discretion, approved a request by a Participant
to defer receipt of any Award in accordance with the following options:
a. An option to receive full cash payment at a date, specified in the
request, not less than one year from the date of the Award nor more than one
year after the Participants date of retirement, or
b. An option to receive the Award in equal annual installments over a
period, specified in the request, of not more than 15 years, such period
commencing not less than one year from the Award Certification Date nor more
than one year after the Award Certification Date.
Any request to defer receipt of an Award will specify the particular option
chosen. Any amount deferred in accordance with the above options will bear
interest at the prime rate of SunTrust Bank, Atlanta as in effect from time to
time from the date on which Awards that have not been deferred in accordance
with this Section VI are paid to the date of payment, but interest will in no
case constitute interest that is "above-market" as set forth in Item 402 of
Regulation S-K (or any successor thereto) promulgated by the Securities and
The Committee, in its sole discretion, may reduce or refuse to pay any
The Company will have the right to deduct from any payment, in whole or in
part, of an Award, any taxes required to be withheld with respect to such
A Participant who retires, dies, is granted a leave of absence or whose
employment is otherwise terminated prior to the end of such Plan Year may have
his or her Award pro-rated to reflect the Participants actual term of service.
VII. Effect on Benefit Plans
Awards will be included in the computation of benefits under the Employee
Retirement Plan, Overseas Retirement Plan and other retirement plans maintained
by the Company under which the Participant may be covered and the Thrift and
Investment Plan, subject to all applicable laws and in accordance with the
provisions of those 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.
VIII. Determinations of the Committee
The 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 pursuant to the Plan, including interpretation of the Plan and the
specific conditions and provisions of the Awards granted hereunder by the
Committee, will be final and conclusive for all purposes and upon all persons
including, but without limitation, the Participants, the Company, the Committee,
the Board of Directors, the officers, the affected
employees of the Company and their respective successors in interest. The
Committee has full discretion to reduce the amount of any Award or to refuse to
pay any Award.
IX. Amendment and Termination
The Board of Directors or the Committee may terminate the Plan at any time.
From time to time, the Committee may suspend the Plan, in whole or in part. From
time to time, the Board of Directors or the Committee may amend the Plan,
including the adoption of amendments deemed necessary or desirable to correct
any defect, supply an omission or reconcile any inconsistency in the Plan or in
any Award granted hereunder. No amendment, termination or modification of the
Plan may in any manner affect Awards theretofore granted without the consent of
the Participant unless the Committee has made a determination that an amendment
or modification is in the best interest of all persons to whom Awards have
theretofore been granted, but in no event may such amendment or modification
result in an increase in the amount of compensation payable pursuant to such
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 Georgia and construed accordingly.
XI. Change in Control
Except as set forth herein, the Committee has no obligation to pay any
amounts under the Plan to a Participant who leaves the employ of the Company for
any reason. If there is a Change in Control (as defined in this Section XI) at
any time during a Plan Year, the Committee promptly will determine the Award
that would have been payable to each Participant under the Plan for such Plan
Year if such Participant had continued to work for the Company for such entire
year and any criteria established under Section V had been met in full for such
Plan Year, and such Award multiplied by a fraction, the numerator of which will
be the number of full calendar months that such Participant is an employee of
the Company during such Plan Year and the denominator of which will be 12 or the
number of full calendar months the Plan is in effect during such Plan Year,
whichever is less. The payment of a Participants nonforfeitable interest in his
or her Award under this Section XI will be made in cash as soon as practicable
after such Participants 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 XI, 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 l4A promulgated under the Securities Exchange
Act of 1934 (the "Exchange Act") as in effect on January 1, 2001, 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) is or becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) 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 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 share owners
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; or (iv) the share owners of the Company approve any merger or
consolidation to which the Company is a party as a result of which the persons
who were share owners 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; 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 of
Directors determines otherwise.