{"id":40097,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-performance-incentive-plan-coca-cola-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-performance-incentive-plan-coca-cola-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-performance-incentive-plan-coca-cola-co.html","title":{"rendered":"Long-Term Performance Incentive Plan &#8211; Coca-Cola Co."},"content":{"rendered":"<pre>\n                      LONG-TERM PERFORMANCE INCENTIVE PLAN\n                            OF THE COCA-COLA COMPANY\n\n                as amended and restated effective April 21, 1999\n\n\nSECTION 1.   PURPOSE\n\n     The purpose of the Long-Term Performance Incentive Plan of The Coca-Cola\nCompany (the 'Plan') is to advance the interests of The Coca-Cola Company (the\n'Company') by providing a competitive level of incentive for eligible senior\nexecutives which will encourage them to more closely identify with share-owner\ninterests and to achieve financial results consistent with the Company's long\nrange business plans. It will also provide a vehicle to attract and retain key\nexecutives who are responsible for moving the business forward.\n\n\nSECTION 2.   ADMINISTRATION\n\n     The Plan will be administered by the Compensation Committee of the Board of\nDirectors of the Company or a subcommittee thereof (the 'Committee') consisting\nof not less than two members of the Board of Directors. The Committee will\ndetermine which of the eligible key employees of the Company and its Related\nCompanies (as hereinafter defined) to whom, and the time or times at which,\nLong-Term Incentive Awards will be granted under the Plan, and the other\nconditions of the grant of the Long-Term Incentive Awards. The provisions and\nconditions of the grants of Long-Term Incentive Awards need not be the same with\nrespect to each grantee or with respect to each Long-Term Incentive Award.\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\nother action in connection with or in relation to accomplishing the objectives\nof the Plan as it deems necessary or advisable. Each determination or other\naction made or taken pursuant to the Plan, including interpretation of the Plan\nand the specific conditions and provisions of the Long-Term Incentive Awards\ngranted hereunder by the Committee will be final and conclusive for all purposes\nand upon all persons including, but without limitation, the Company, its Related\nCompanies, the Committee, the Board, officers, the affected employees of the\nCompany and\/or its Related Companies, and any participant or former participant\nunder the Plan, as well as their respective successors in interest.\n\n\nSECTION 3.   ELIGIBILITY\n\n     The Chief Executive Officer, the President (if any), each executive officer\nand such other senior officers of the Company as the Committee may designate\n(the executive officers and designated senior officers, together 'Eligible\nOfficers') will be eligible to participate in the Plan, but no individual will\nhave a right to participate. Long-Term Incentive Awards may be granted to such\nEligible Officers of the Company and its Related Companies as determined in the\nsole discretion of the Committee. The term 'Related Company' or 'Related\nCompanies' will mean any corporation or business organization in which the\nCompany owns, directly or indirectly, during the relevant time, either (i) 50%\nor more of the voting stock or capital where such entity is not publicly held,\nor (ii) an interest which causes the other entity's financial results to be\nconsolidated with the Company's financial results for financial reporting\npurposes.\n\n\nSECTION 4.   GRANTS OF LONG-TERM INCENTIVE AWARDS\n\n          (a) Annual Selection by the Committee of Participants. Annually,\n     participants will be selected within 90 days after the beginning of a\n     three-year performance period ('Performance Period') in\n\n\n\n     accordance with Section 162(m) of the Internal Revenue Code of 1986\n     (the 'Code'). Following such selection by the Committee, the Chief\n     Executive Officer will advise such Eligible Officers that they are\n     participants in the Plan for a Performance Period. Each Performance\n     Period will be of three years duration and will commence on the first\n     day of January of the applicable year. A new three-year Performance\n     Period will commence each year.\n\n          (b) Calculation of Performance Incentive Base. Annually, within 90\n     days after the beginning of a Performance Period, the Committee will\n     calculate the participant's Performance Incentive Base for that Performance\n     Period. The Performance Incentive Base will be the participant's salary\n     grade midpoint at the time of notification, times a percentage predicated\n     upon the participant's relative responsibility level within the Company.\n     The percentage will be progressively higher for correspondingly higher\n     levels of responsibility within the Company. Once the Performance Incentive\n     Base (i.e., the employee's salary grade midpoint and the applicable\n     percentage) is determined at the commencement of each Performance Period,\n     that Performance Incentive Base will not change for that Performance\n     Period.\n\n\nSECTION 5.   PERFORMANCE CRITERIA\n\n     Performance will be measured based upon two or more objective criteria for\neach Performance Period. Criteria will be measured annually over the three-year\nPerformance Period. Within 90 days of the beginning of a Performance Period, the\nCommittee shall specify which of the following criteria will apply during such\nPerformance Period, together with those factors related to such criteria as are\nnoted below as well as any applicable matrices, schedules or formulae applicable\nto weighting of such criteria in determining performance:\n\n          (a) Growth in Unit Case Sales.  The annual compound 'growth in Unit\n     Case Sales' will mean the growth in the number of cases of 24 8 oz. (U.S.)\n     servings sold during a year compared to the number sold in the previous\n     year, as determined by the Controller.\n\n          (b) Operating Profit Margin. 'Operating Profit Margin' for a calendar\n     year will be determined by the Controller using the following formula:\n     consolidated operating profit as a percent of consolidated revenues\n     excluding Company-owned bottling operations and after adjustment for\n     deviations from budgeted exchange rates.\n\n          (c) Share of Sales. 'Share of Sales' will be determined by the\n     Controller using the following formula: percent of the total unit case\n     volume for the soft-drink category (or such other category or categories as\n     the Committee specifies at the time it selects the criterion for a\n     Performance Period) of the commercial beverages industry.\n\n          (d) Growth in Economic Profit. 'Growth in Economic Profit' shall be\n     determined for each calendar year in accordance with the definition of\n     Economic Profit provided by the Controller and approved by the Committee\n     within 90 days of the start of the Performance Period in which it would\n     apply. At such time, the Committee may, but is not obligated to, specify an\n     independent inflation\/deflation index and\/or exchange rate index that will\n     be applied to the calculation of Economic Profit to eliminate any effect of\n     inflation and\/or exchange rates on the calculation of Economic Profit.\n\n\nSECTION 6.   AWARD DETERMINATION\n\n     Awards will be determined after the close of each Performance Period, based\nupon measures established by the Committee in accordance with Section 5 of this\nPlan.\n\n                                  -2-\n\n\n\n     In no event will any Long-Term Incentive Award to a participant for any\nPerformance Period exceed the amount of $3,500,000, excluding interest on any\nContingent Award, deferred Vested Cash Award or deferred Contingent Award.\n\n     The Committee may, in its sole discretion, reduce the amount of any\nLong-Term Incentive Award or refuse to pay any Long-Term Incentive Award.\n\n\nSECTION 7.   PAYMENT OF LONG-TERM INCENTIVE AWARDS\n\n          (a) Conditions to Payment of Long-Term Incentive Awards. Prior to the\n     payment of any Long-Term Incentive Award, the Committee will certify the\n     performance under the applicable criteria. In addition, no Long-Term\n     Incentive Award will be payable pursuant to this Plan until share-owner\n     approval of the Plan (within the meaning of Code Section 162(m)) has been\n     received. Long-Term Incentive Awards are subject to forfeiture as provided\n     below.\n\n          (b) All Payments Are In Cash. Long-Term Incentive Awards will be paid\n     in cash, at the times provided in Section 7 (c) and portions of awards are\n     subject to forfeiture until paid, as provided below.\n\n          (c) Timing of Payment of Long-Term Incentive Awards. Long-Term\n     Incentive Awards will be paid in two installments as provided in\n     subsections (c) (1) and (c) (2) below except as otherwise provided in this\n     Plan.\n\n               (1) The Vested Cash Award. One-half of the Long-Term Incentive\n     Award (the 'Vested Cash Award') will be paid in cash to each participant\n     within sixty days after the date on which the Committee certifies the\n     criteria and makes the Long-Term Incentive Award. The date on which the\n     certification is made is called the 'Award Certification Date' in this\n     Plan.\n\n               (2) Contingent Award. The second half of the Long-Term Incentive\n     Award is referred to herein as the 'Contingent Award.' The Contingent\n     Award, plus interest at the Applicable Interest Rate (as defined below)\n     thereon from the Award Certification Date, will be paid in cash to each\n     participant within sixty days after the expiration of the second year\n     following the end of the final year of the applicable Performance Period,\n     provided that such Contingent Award has not been forfeited as set forth in\n     the following sentence. The Contingent Award will be forfeited to the\n     Company (unless the Committee in its sole discretion otherwise determines)\n     if, within two years from the end of the Performance Period, the\n     participant terminates his or her employment with the Company (for reasons\n     other than death, leave of absence, retirement or disability, as such\n     events may be defined by the Committee). If a participant retires, is\n     granted a leave of absence, becomes disabled or dies after the end of the\n     Performance Period but prior to the expiration of such two-year period, the\n     participant or his or her estate shall be entitled to receive the whole\n     Contingent Award, with interest accruing only through and including the\n     date of such event, within 60 days of the date of such event.\n\n          (d) Deferral of Vested Cash Awards or Contingent Awards. All Vested\n     Cash Awards will be paid in cash at the time prescribed in subparagraph\n     (c)(1) above, unless the Committee has received and, in its sole\n     discretion, approved a request to defer payment of the Vested Cash Award.\n     All Contingent Awards will be paid in cash at the time prescribed in\n     subparagraph (c)(2) above, unless the Committee has received and, in its\n     sole discretion, approved a request to defer payment of the Contingent\n     Award. Committee approval of a request to defer payment of a Vested Cash\n     Award or a Contingent Award must be granted no later than the last day of\n     the second year of the Performance Period. All requests to defer payments\n     of a Vested Cash Award or a Contingent Award, must specify an election as\n     to the timing for receipt of the deferred amounts, from among the following\n     options:\n\n               (1) full cash payment at a date not less than one year from the\n     Award Certification Date nor more than one year after the date of\n     retirement,\n\n                                  -3-\n\n\n\n               (2) equal annual installments over a period not to exceed fifteen\n     years, commencing not less than one year from the date of retirement, or\n\n               (3) full cash payment upon retirement.\n\n     Any amounts deferred will bear interest from the Award Certification Date.\nNotwithstanding any election to defer a Vested Cash Award or a Contingent Award,\nin the event of a participant's death, all amounts elected to be deferred will\nbe paid in full to the executor or administrator of a participant's estate\nwithin a reasonable time after notice to the Committee of such participant's\ndeath.\n\n          (e) Applicable Interest Rate. Contingent Awards and deferred Vested\n     Cash Awards will bear interest calculated at a rate, called the 'Applicable\n     Interest Rate,' determined pursuant to rules promulgated by the Committee,\n     provided that in no event may the Applicable Interest Rate constitute\n     interest which is 'above-market' as set forth in Item 402 of Regulation S-K\n     (or any successor provision) promulgated by the Securities and Exchange\n     Commission.\n\n          (f) Withholding for Taxes. The Company will have the right to deduct\n     from all Long-Term Incentive Award payments any taxes required to be\n     withheld with respect to such payments.\n\n          (g) Payments to Estates. Long-Term Incentive Awards and earnings\n     thereon, if any, to the extent that they are due to a participant pursuant\n     to the provisions hereof and which remain unpaid at the time of the\n     participant's death, will be paid in full to the participant's estate.\n\n\nSECTION 8.   TERMINATION OF EMPLOYMENT DURING A PERFORMANCE PERIOD\n\n          (a) For Reasons Other Than Retirement, Leave of Absence, Disability or\n     Death. If the participant's employment by the Company or a Related Company\n     terminates for any reason (other than retirement, leave of absence,\n     disability or death) during any Performance Period, the Committee may in\n     its discretion determine that the participant will not be entitled to any\n     Long-Term Incentive Award for that Performance Period; otherwise the\n     participant will receive a prorated Long-Term Incentive Award calculated in\n     accordance with Section 8(c). Generally, the Committee will use its\n     negative discretion so that those participants who choose to leave the\n     Company during a Performance Period will receive no Long-Term Incentive\n     Award for such Performance Period.\n\n          (b) For Retirement, Leave of Absence, Disability or Death. If a\n     participant's employment with the Company or a Related Company terminates\n     during a Performance Period because of retirement, leave of absence,\n     disability or death during any Performance Period, the participant (or his\n     or her estate in the event of death) will be entitled to a prorated\n     Long-Term Incentive Award calculated in accordance with Section 8(c).\n\n          (c) Calculation and Payment of Prorated Long-Term Incentive Awards for\n     Termination During a Performance Period. Any prorated Long-Term Incentive\n     Award to be paid in accordance with Section 8 (a) or (b) will be calculated\n     as if the Performance Period ended on the last day of the year in which the\n     participant's employment terminated. The Committee will certify performance\n     based upon the applicable criteria as if the Performance Period has ended.\n     The portion of the Long-Term Incentive Award to be paid to the participant\n     or his or her estate would then be determined by multiplying the Long-Term\n     Incentive Award amount times a fraction, the numerator of which will be the\n     number of months of the Performance Period that elapsed prior to the\n     termination of employment (rounding up to the next whole number) and the\n     denominator of which will be 36. The prorated amount would be paid within\n     sixty days after the Award Certification Date for such prorated Long-Term\n     Incentive Award. Such prorated amount will be paid in a lump sum so that\n     there will be no Contingent Award owing to the participant or his or her\n     estate and no ability to defer payment of such prorated Long-Term Incentive\n     Award.\n\n                                  -4-\n\n\n\nSECTION 9.   AMENDMENTS, MODIFICATION AND TERMINATION OF THE PLAN\n\n     The Board or the Committee may terminate the Plan at any time. From time to\ntime, the Board or the Committee may suspend the Plan, in whole or in part. From\ntime to time, the Board or the Committee may amend the Plan, including the\nadoption of amendments deemed necessary or desirable to correct any defect or\nsupply an omission or reconcile any inconsistency in the Plan or in any\nLong-Term Incentive Award granted hereunder so long as share-owner approval has\nbeen obtained if required by Code Section 162(m). No amendment, termination or\nmodification of the Plan may in any manner affect Long-Term Incentive Awards\ntheretofore granted without the consent of the participant unless the Committee\nhas made a determination that an amendment or modification is in the best\ninterest of all persons to whom Long-Term Incentive Awards have theretofore been\ngranted, but in no event may such amendment or modification result in an\nincrease in the amount of compensation payable pursuant to such Long-Term\nIncentive Award.\n\n\nSECTION 10.   GOVERNING LAW\n\n     The Plan and all determinations made and actions taken pursuant thereto\nwill be governed by the laws of the State of Georgia and construed in accordance\ntherewith.\n\n\nSECTION 11.   EFFECT ON BENEFIT PLANS\n\n     Long-Term Incentive Awards will be included in the computation of benefits\nunder the Employee Retirement Plan, Overseas Retirement Plan and other\nretirement plans maintained by the Company under which the Participant may be\ncovered and the Thrift and Investment Plan, subject to all applicable laws and\nin accordance with the provisions of those plans.\n\n     Long-Term Incentive Awards will not be included in the computation of\nbenefits under any group life insurance plan, travel accident insurance plan,\npersonal accident insurance plan or under Company policies such as severance pay\nand payment for accrued vacation, unless required by applicable laws.\n\n\nSECTION 12.   CHANGE IN CONTROL\n\n     If there is a Change in Control (as hereinafter defined) while the Plan\nremains in effect, then\n\n          (a) each participant's Long-Term Incentive Awards accrued through the\n     date of such Change in Control for each Performance Period then in effect\n     automatically will become nonforfeitable on such date,\n\n          (b) the Committee immediately after the date of such Change in Control\n     will determine each participant's Long-Term Incentive Award accrued through\n     the end of the calendar month which immediately precedes the date of such\n     Change in Control, and such determination will be made based on a formula\n     established by the Committee which computes such Long-Term Incentive Award\n     using (1) actual performance data for each full Plan Year in each\n     Performance Period for which such data is available and (2) projected data\n     for each other Plan Year, which projection will be based on a comparison\n     (for the Plan Year which includes the Change in Control) of the actual\n     performance versus budgeted performance for each criteria applicable to the\n     Long-Term Incentive Award for the full calendar months (in such Plan Year)\n     which immediately precede the Change in Control, multiplied by (3) a\n     fraction, the numerator of which will be the number of full calendar months\n     in each such Performance Period before the date of the Change in Control\n     and the denominator of which will be thirty-six,\n\n          (c) each participant's accrued Long-Term Incentive Award (as\n     determined under Section 12(b) and his then unpaid Vested Cash Award and\n     Contingent Award(s) under Section 7 (computed with interest at the weighted\n     prime rate at SunTrust Bank, Atlanta, accrued on such Long-Term Incentive\n\n                                  -5-\n\n\n\n     Awards under Section 7 through the date of such Change in Control but in no\n     event constituting an 'above-market' rate of interest as set forth in Item\n     402 of Regulation S-K promulgated by the Securities and Exchange Commission\n     (or any successor provision) will be paid to him in a lump sum in cash\n     promptly after the date of such Change in Control in lieu of any other\n     additional payments under the Plan for the related Performance Periods, and\n\n          (d) any federal golden parachute payment excise tax paid or payable\n     under Section 4999 of the Code, or any successor to such Section, by a\n     participant for his taxable year for which he reports the payment made\n     under Section 12(c) on his federal income tax return will be deemed\n     attributable to such payment under Section 12(c), and the Company promptly\n     on written demand from the participant (or, if he is dead, from his estate)\n     will pay to him (or, if he is dead, to his estate) an amount equal to such\n     excise tax.\n\n         A 'Change in Control' for purposes of this Section 12 will mean a\nchange in control of a nature that would be required to be reported in response\nto Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities\nExchange Act of 1934 (the 'Exchange Act') as in effect on January 1, 1999,\nprovided that such a change in control will be deemed to have occurred at such\ntime as (i) any 'person' (as that term is used in Sections 13(d) and 14(d)(2) of\nthe Exchange Act as in effect on January 1, 1999) is or becomes the 'beneficial\nowner' (as defined in Rule 13d-3 under the Exchange Act as in effect on January\n1, 1999) directly or indirectly, of securities representing 20% or more of the\ncombined 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, for any\nreason, to constitute at least a majority of the Board of Directors, unless the\nelection or nomination for election of each new director was approved by a vote\nof at least two-thirds of the directors then still in office who were directors\nat the beginning of the period; (iii) the share owners of the Company approve\nany merger or consolidation as a result of which its stock will be changed,\nconverted or exchanged (other than a merger with a wholly-owned subsidiary of\nthe Company) or any liquidation of the Company or any sale or other disposition\nof 50% or more of the assets or earning power of the Company; or (iv) the share\nowners of the Company approve any merger or consolidation to which the Company\nis a party as a result of which the persons who were share owners of the Company\nimmediately prior to the effective date of the merger or consolidation will have\nbeneficial ownership of less than 50% of the combined voting power for election\nof directors of the surviving corporation following the effective date of such\nmerger or consolidation; provided, however, that no Change in Control will be\ndeemed to have occurred if, prior to such time as a Change in Control would\notherwise be deemed to have occurred, the Board of Directors determines\notherwise.\n\n                                  -6-\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-40097","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\/40097","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=40097"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40097"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40097"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40097"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}