THE COCA-COLA COMPANY 1999 STOCK OPTION PLAN AMENDED THROUGH APRIL 2000 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 '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 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 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; 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 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; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such times as a Change in Control would otherwise be deemed to have occurred, the Board of Directors determines otherwise. 'Committee' means a committee appointed by the Board of Directors in accordance with the Company's By-Laws from among its members. Unless and until its members are not qualified to serve on the Committee pursuant to the provisions of the Plan, the Stock Option Subcommittee of the Board shall function as the Committee. Eligibility requirements for members of the Committee shall comply with Rule 16b-3 under the 1934 Act, or any successor rule or regulation. 'Disabled' or 'Disability' means the optionee meets the definition of 'disabled' under the terms of the Company's Long Term Disability Income Plan in effect on the date in question, whether or not the optionee is covered by such plan. '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 on the date an Option is granted. '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. 'Retire' means to enter Retirement. 'Retirement' means an employee's termination of employment on a date which is on or after the earliest date on which such employee would be eligible for an immediately payable benefit pursuant to (i) for those employees eligible for participation in the Company's Supplemental Retirement Plan, the terms of that Plan and (ii) for all other employees, the terms of the Employee Retirement Plan (the 'ERP'), whether or not the employee is covered by the ERP. 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
1999 Stock Option Plan - Coca-Cola Co.
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