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. ADMINISTRATION1999 Stock Option Plan - Coca-Cola Co.
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