{"id":39878,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-incentive-plan-coca-cola-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-incentive-plan-coca-cola-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-incentive-plan-coca-cola-co.html","title":{"rendered":"Executive Incentive Plan &#8211; Coca-Cola Co."},"content":{"rendered":"<pre>\n                            EXECUTIVE INCENTIVE PLAN\n                            OF THE COCA-COLA COMPANY\n\n\n                                I. Plan Objective\n                                -----------------\n\n     The purpose of the Executive  Incentive Plan of The Coca-Cola Company is to\npromote  the  interests  of the  Company by  providing  a  competitive  level of\nincentive compensation for participating executive and senior officers to better\nenable the Company to attract and retain highly  qualified  executive and senior\nofficers.  This Plan is intended  to provide an  opportunity  through  which the\nCompany  can  measure  and  reward the  performance  of  eligible  participating\nexecutive  and  senior  officers  pursuant  to  standards  based on  performance\nmeasures other than the Companys financial performance.\n\n\n                                 II. Definitions\n                                 ---------------\n\n     The terms used herein will have the following meanings:\n\n     a.  \"Award\" means an award, with adjustments (if any), paid pursuant to the\n         provisions of the Plan.\n\n     b.  \"Board of Directors\" means the Board of Directors of the Company.\n\n     c.  \"Committee\" means the Compensation Committee of the Board of Directors\n         or a subcommittee thereof consisting of not less than two members of \n         the Board of Directors.\n\n     d.  \"Company\" means The Coca-Cola Company and any corporation or other \n         business organization in which the Company owns, directly or \n         indirectly,  at least 20 percent of the voting stock or capital.\n\n     e.  \"Opportunity\" will have the meaning set forth in Section V(a) hereof.\n\n     f.  \"Participant\" means an executive or senior officer who is selected for \n         participation by the Committee.\n\n     g.  \"Plan\" means this Executive Incentive Plan of The Coca-Cola Company.\n\n     h.  \"Plan Year\" means the 12 month period beginning January 1 and ending \n         December 31.\n\n                         III. Administration of the Plan\n                         -------------------------------\n\n     The  Committee  will  have  full  power  and  authority  to  interpret  and\nadminister the Plan in accordance with the rules and  determinations  adopted by\nit.\n\n        \n                         IV. Eligibility\n                                 ---------------\n\n     Eligibility  for  participation  in the Plan is  limited to  executive  and\nsenior  officers who are selected in the sole  discretion of the  Committee.  No\nperson will be  automatically  entitled to  participate  in the Plan in any Plan\nYear.\n\n     The fact that an executive or senior officer has been  designated  eligible\nto  participate  in the Plan in one Plan Year does not assure that such  officer\nwill be  eligible  to  participate  in any  subsequent  year.  The fact  that an\nexecutive or senior officer  participates in the Plan for any Plan Year does not\nmean that such officer will receive an Award in any Plan Year.\n\n                    V. Determination of Performance Criteria\n                    ----------------------------------------\n\n     a. The Committee will determine a dollar amount for each  Participant  that\nwill  represent a  percentage  of the  Participants  annual  salary and level of\nresponsibility  (the \"Opportunity\") that may be awarded to each such Participant\nunder this Plan for such Plan Year,  provided  that such  Participant  satisfies\ncertain performance criteria.\n\n     The Committee  will, at the time the  Opportunity is determined,  designate\ncertain individual performance criteria for each Participant.  Such criteria may\ninclude,  but will not be limited to, any of the following:  (i)  enhancement of\ndiversity among the employees of the Company; (ii) improvement in the quality of\nthe Companys products;  (iii) outstanding individual  professional  performance;\nand (iv) any other  criteria as approved by the  Committee.  Awards will be paid\nfor such Plan Year at such  time  following  the end of the Plan Year as will be\ndetermined by the Committee.\n\n     Any Participant who changes  executive  positions  during the Plan Year and\nwho retains  the  Opportunity  initially  set for him or her may have his or her\nAward  determined  by  prorating  the portion of the Award that would be derived\nupon satisfaction of the individual  performance criteria for the portion of the\nyear to which such Opportunity applies.\n        \n     b. The  satisfaction  of individual  performance  criteria for a particular\nPlan Year will be determined and approved as follows:  (i) the determination and\napproval with respect to the Chairman and Chief  Executive  Officer will be made\nby the Committee,  and (ii) the  determination  and approval with respect to the\nother  executive  and senior  officers  will be made by the  Committee  upon the\nrecommendation of the Chairman and Chief Executive Officer.  Awards will be paid\nfor such Plan Year at such  time  following  the end of the Plan Year as will be\ndetermined  by the  Committee.  The date on which  the  Committee  approves  the\nsatisfaction  of  performance  criteria and  determines the Awards is called the\nAward Certification Date.\n\n                         VI. Method of Payment of Awards\n                         -------------------------------\n\n     All  Awards  will be  paid in cash  within  60  days  following  the  Award\nCertification  Date,  unless the  Committee  has,  no later than the grant of an\nAward, received and, in its sole discretion, approved a request by a Participant\nto defer receipt of any Award in accordance with the following options:\n\n \n                                      2\n\n\n     a. An option to  receive  full cash  payment  at a date,  specified  in the\nrequest,  not less  than one year  from the date of the  Award nor more than one\nyear after the Participants date of retirement, or\n\n     b. An  option to  receive  the Award in equal  annual  installments  over a\nperiod,  specified  in the  request,  of not more  than 15  years,  such  period\ncommencing  not less than one year from the  Award  Certification  Date nor more\nthan one year after the Award Certification Date.\n\n     Any request to defer receipt of an Award will specify the particular option\nchosen.  Any amount  deferred in  accordance  with the above  options  will bear\ninterest at the prime rate of SunTrust  Bank,  Atlanta as in effect from time to\ntime from the date on which  Awards that have not been  deferred  in  accordance\nwith this Section VI are paid to the date of payment,  but  interest  will in no\ncase  constitute  interest  that is  \"above-market\"  as set forth in Item 402 of\nRegulation  S-K (or any successor  thereto)  promulgated  by the  Securities and\nExchange Commission.\n\n     The  Committee,  in its sole  discretion,  may  reduce or refuse to pay any\nAward.\n\n     The Company will have the right to deduct from any payment,  in whole or in\npart,  of an Award,  any taxes  required  to be  withheld  with  respect to such\npayment.\n\n     A  Participant  who retires,  dies,  is granted a leave of absence or whose\nemployment is otherwise  terminated  prior to the end of such Plan Year may have\nhis or her Award pro-rated to reflect the Participants actual term of service.\n\n\n                          VII. Effect on Benefit Plans\n                          ----------------------------\n\n     Awards will be included in the  computation  of benefits under the Employee\nRetirement Plan,  Overseas Retirement Plan and other retirement plans maintained\nby the  Company  under which the  Participant  may be covered and the Thrift and\nInvestment  Plan,  subject to all  applicable  laws and in  accordance  with the\nprovisions of those plans.\n\n     Awards will not be included in the  computation of benefits under any group\nlife insurance plan, travel accident insurance plan, personal accident insurance\nplan or under  Company  policies  such as severance  pay and payment for accrued\nvacation, unless required by applicable laws.\n\n                      VIII. Determinations of the Committee\n                      -------------------------------------\n\n     The Committee will,  subject to the provisions of the Plan,  establish such\nrules  and  regulations  as it  deems  necessary  or  advisable  for the  proper\nadministration of the Plan and will make determinations and will take such other\naction in connection with or in relation to accomplishing  the objectives of the\nPlan as it deems necessary or advisable. Each determination or other action made\nor taken  pursuant  to the Plan,  including  interpretation  of the Plan and the\nspecific  conditions  and  provisions  of the Awards  granted  hereunder  by the\nCommittee,  will be final and  conclusive  for all purposes and upon all persons\nincluding, but without limitation, the Participants, the Company, the Committee,\nthe Board of Directors,  the officers, the affected \n\n                                       3\n\n\nemployees of the Company and their respective  successors in interest.  The\nCommittee has full  discretion to reduce the amount of any Award or to refuse to\npay any Award.\n\n                          IX. Amendment and Termination\n                          -----------------------------\n\n     The Board of Directors or the Committee may terminate the Plan at any time.\nFrom time to time, the Committee may suspend the Plan, in whole or in part. From\ntime to time,  the  Board of  Directors  or the  Committee  may  amend the Plan,\nincluding  the adoption of amendments  deemed  necessary or desirable to correct\nany defect,  supply an omission or reconcile any inconsistency in the Plan or in\nany Award granted  hereunder.  No amendment,  termination or modification of the\nPlan may in any manner affect Awards theretofore  granted without the consent of\nthe Participant  unless the Committee has made a determination that an amendment\nor  modification  is in the best  interest  of all  persons to whom  Awards have\ntheretofore  been granted,  but in no event may such  amendment or  modification\nresult in an increase  in the amount of  compensation  payable  pursuant to such\nAward.\n\n                                X. Applicable Law\n                                -----------------\n\n     The Plan and all rules and  determinations  made and taken pursuant  hereto\nwill be governed by the laws of the State of Georgia and construed accordingly.\n   \n\n                              XI. Change in Control\n                              ---------------------\n\n     Except as set forth  herein,  the  Committee  has no  obligation to pay any\namounts under the Plan to a Participant who leaves the employ of the Company for\nany reason.  If there is a Change in Control (as defined in this  Section XI) at\nany time during a Plan Year,  the Committee  promptly  will  determine the Award\nthat would have been  payable to each  Participant  under the Plan for such Plan\nYear if such  Participant  had continued to work for the Company for such entire\nyear and any criteria  established under Section V had been met in full for such\nPlan Year, and such Award multiplied by a fraction,  the numerator of which will\nbe the number of full calendar  months that such  Participant  is an employee of\nthe Company during such Plan Year and the denominator of which will be 12 or the\nnumber of full  calendar  months  the Plan is in effect  during  such Plan Year,\nwhichever is less. The payment of a Participants  nonforfeitable interest in his\nor her Award under this  Section XI will be made in cash as soon as  practicable\nafter such  Participants  employment  by the  Company  terminates  or as soon as\npracticable after the end of such Plan Year, whichever comes first.\n\n     A \"Change in Control\",  for purposes of this Section XI, will mean a change\nin control of a nature that would be required to be reported in response to Item\n6(e) of Schedule 14A of Regulation l4A promulgated under the Securities Exchange\nAct of 1934 (the \"Exchange Act\") as in effect on January 1, 2001,  provided that\nsuch a change in control will be deemed to have occurred at such time as (i) any\n\"person\"  (as that term is used in Sections  13(d) and  14(d)(2) of the Exchange\nAct) is or becomes  the  beneficial  owner (as  defined in Rule 13d-3  under the\nExchange Act) directly or indirectly,  of securities representing 20% or more of\nthe combined  voting  power for  election of  directors of the then  outstanding\nsecurities  of the  Company or any  successor  of the  Company;  (ii) during any\nperiod of two  consecutive  years or less,  individuals  who at the beginning of\nsuch period  constituted  the Board of Directors of the Company  cease, \n\n                                       4\n\n\nfor  any  reason,  to  constitute  at  least a  majority  of the  Board  of\nDirectors,  unless the election or nomination  for election of each new director\nwas approved by a vote of at least  two-thirds  of the  directors  then still in\noffice who were directors at the beginning of the period; (iii) the share owners\nof the  Company  approve  any merger or  consolidation  as a result of which its\nstock will be  changed,  converted  or  exchanged  (other  than a merger  with a\nwholly-owned subsidiary of the Company) or any liquidation of the Company or any\nsale or other  disposition  of 50% or more of the assets or earning power of the\nCompany;  or (iv)  the  share  owners  of the  Company  approve  any  merger  or\nconsolidation  to which the  Company is a party as a result of which the persons\nwho were share owners of the Company  immediately prior to the effective date of\nthe merger or consolidation  will have beneficial  ownership of less than 50% of\nthe combined voting power for election of directors of the surviving corporation\nfollowing the effective date of such merger or consolidation; provided, however,\nthat no Change in Control will be deemed to have occurred if, prior to such time\nas a Change in Control would otherwise be deemed to have occurred,  the Board of\nDirectors determines otherwise.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7137],"corporate_contracts_industries":[9421],"corporate_contracts_types":[9539,9546],"class_list":["post-39878","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coca-cola-co","corporate_contracts_industries-food__beverages","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39878","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39878"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39878"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39878"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39878"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}