{"id":40336,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-agreement-coca-cola-co-and-charles-s.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-agreement-coca-cola-co-and-charles-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-agreement-coca-cola-co-and-charles-s.html","title":{"rendered":"Restricted Stock Agreement &#8211; Coca-Cola Co. and Charles S. Frenette"},"content":{"rendered":"<pre>\n                           RESTRICTED STOCK AGREEMENT\n\n\n     The  Coca-Cola  Company  (the  \"Company\")  hereby  agrees  to  award to the\nrecipient  named below (the Recipient) on the date set forth below (Future Award\nDate) the number of shares of Common Stock,  $.25 par value, of the Company (the\n\"Shares\"),  in  accordance  with  and  subject  to  the  terms,  conditions  and\nrestrictions of this Agreement. If the conditions described below are satisfied,\nsuch award will be made under the terms of The Coca-Cola 1989  Restricted  Stock\nAward Plan (the  \"Plan\") of the Company on the Future  Award Date.  All benefits\nhereunder  will be cancelled and all terms of this  Agreement  shall be null and\nvoid if a  majority  of  shareholders  voting  at the  next  annual  meeting  of\nshareowners do not approve the granting of this award:\n\n        Name and Address of Recipient:  Charles S. Frenette, \n                                        London, England\n                                                \n        Number of Shares Subject to Agreement:  125,000\n        \n        Agreement Date:  December 20, 2000\n\n        Future Award Date:      January 3, 2006\n                        \nPerformance Criteria:* simple average annual growth in earnings per share \n                        equals or exceeds 15% during the Measurement \n                        Period.  Earnings per share shall be defined as:\n\n               Income available to common shareholders (excluding\n              nonrecurring items) + Effect of assumed conversions\n          -------------------------------------------------------------\n           Weighted-average shares + Dilutive potential common shares\n\n\n        Measurement Period:*    January 1, 2001  December 31, 2005\n\n        Release Date:*          March 1, 2006\n\n        Acceptance Date:        December 29, 2000\n        \n(1)     An award of  Restricted  Stock  under the Plan will be  awarded  to the\n        Recipient on the Future  Award Date noted above.  No Shares will be \n        delivered to the Recipient or \n\n\n*  All as qualified herein\n\n\n                              - HIGHLY RESTRICTED -\n                                       1\n\n\n        transferred  into the Recipients  name until such Future Award Date.  \n        After such Future Award is made, the Shares will be released from  \n        restrictions on the Release Date noted above only upon the  satisfaction\n        of all terms and conditions set forth in this Agreement.\n\n        (a)     Certificate(s) representing the Shares shall be delivered on the\n                Release Date only if the Recipient, on the Release Date, is, and\n                has continuously been since the Award Date set forth above (the\n                \"Award Date\"), employed by the Company or a Related Company \n                since the Agreement Date, except as provided in paragraph 1 (b).\n                In addition, the Shares shall be delivered only if certain \n                Performance Criteria, set forth above, are met during the \n                Measurement Period.  Further, Recipient understands and acknow-\n                ledges that the Compensation Committee may reduce the number of \n                Shares released even if the specified performance criteria are \n                met if the Recipient fails to meet other objectives and goals, \n                as determined solely in the discretion of the Compensation \n                Committee or a subcommittee thereof.   Recipient will be \n                required to agree to such additional conditions as set by the \n                Compensation Committee or a subcommittee thereof or to \n                immediately forfeit the Shares.\n\n        (b)     If the Recipient dies or becomes disabled prior to the Future \n                Award Date, the terms of this subparagraph shall apply. If death\n                or disability occurs in the first year of the Measurement \n                Period, no award will be made on the Future Award Date and no \n                payments shall be due under this Agreement.  If death or \n                disability occurs in any year thereafter, the Recipient  or the \n                Recipients estate shall receive a cash payment, less any \n                applicable taxes, equal to the value of the Shares (in U.S. \n                Dollars) (the Cash Payment) determined based upon the dates and \n                Measurement Periods as modified below :\n\n                1.      If death or disability occurs between January 1 and \n                        June 30 of any calendar year following the first year, \n                        the Measurement Period will begin on January 1, 2001 \n                        and end on December 31 of the calendar year preceding \n                        the death or disability.  The Cash Payment will be made \n                        on the 90th day following death or disability; or\n\n                2.      If death or disability occurs between July 1 and \n                        December 31 of any calendar year following the first \n                        year, the Measurement Period will begin on January 1, \n                        2001 and end on December 31 of the calendar year in \n                        which the death or disability occurs.  The Cash Payment\n                        will be made on the March 1 following the year in which\n                        death or disability occurs.\n\n                The number of Shares to be valued for the Cash Payment will be \n                pro-rated by a fraction with the numerator being the number of \n                months the Recipient was \n\n                              - HIGHLY RESTRICTED -\n                                       2\n\n\n                in the position during the Measurement Period and the \n                denominator being the original number of months in the \n                Measurement Period.   The value of any additional Shares will \n                not be included in the Cash Payment.  If the performance \n                criteria are not met during the shortened Measurement Period, \n                no payment shall be due.\n\n        (c)     Recipient shall have no rights with respect to the Shares, \n                including but not limited to rights to sell, vote, exchange, \n                transfer, pledge, hypothecate or otherwise dispose of the \n                Shares.  \n\n        (d)     The Recipient shall indicate his or her acceptance of this \n                Agreement by signing and returning this Agreement by the \n                Acceptance Date indicated above.\n\n        (e)     During the period between the Agreement Date and the Future \n                Award Date, the Recipient will receive from Recipients employer \n                a quarterly cash payment, less all applicable taxes, equal to \n                the dividend that would be paid on an equivalent number of \n                shares of Company Stock.\n  \n        (f)     In the event that the Companys shares, as a result of a stock \n                split or stock dividend or combination of shares or any other \n                change or exchange for other securities, by reclassification, \n                reorganization or otherwise, are increased or decreased or \n                changed into or exchanged for a different number or kind of \n                shares of stock or other securities of the Company or of another\n                corporation, the number of Shares to be awarded under this \n                Agreement shall be adjusted to reflect such change in such \n                manner as the Board of Directors of the Company or the \n                Committee may deem appropriate.  If any such adjustment shall \n                result in a fractional share, such fraction shall be \n                disregarded.\n\n        (g)     In the event that the Recipient shall cease to be employed by \n                the Company or a Related Company (including due to retirement as\n                defined in the Plan) for any reason other than death, disability\n                (subject to Section 1(b)) or a Change of Control as defined in \n                the Plan prior to the Release Date, or shall violate any of the\n                provisions of this Agreement, this Agreement shall become null \n                and void and no awards or payments shall be due to the \n                Recipient.    \n                \n        \n     2.  Each notice  relating to this award shall be in writing. All notices to\nthe Company  shall be addressed to the  Secretary,  The Coca-Cola  Company,  One\nCoca-Cola Plaza,  Atlanta,  Georgia 30313. All notices to the Recipient shall be\naddressed  to the address of the  Recipient  specified  on the face page of this\nAgreement. Either the Company or the Recipient may designate a different address\nby written notice to the other. Written notice to\n\n                              - HIGHLY RESTRICTED -\n                                       3\n\n\n\nsaid  addresses  shall be effective to bind the Company,  the Recipient and\nthe Recipient's representatives and beneficiaries.\n\n     4.  The  Recipient  hereby  agrees  that  (a) any  change,  interpretation,\ndetermination  or modification of this agreement by the Committee shall be final\nand conclusive for all purposes and on all persons including the Company and the\nRecipient; provided, however, that with respect to any amendment or modification\nof the Plan which affects the award of Shares made hereby,  the Committee  shall\nhave  determined that such amendment or modification is in the best interests of\nthe  Recipient  of such award;  and (b) this  Agreement  and the award of Shares\nshall not affect in any way the right of the Recipients employer to terminate or\nchange the employment of the Recipient.\n\n     5.  If any of the terms of this Agreement may in the opinion of the Company\nconflict  or be  inconsistent  with  any  applicable  law or  regulation  of any\ngovernmental  agency  having  jurisdiction,  the Company  reserves  the right to\nmodify this Agreement to be consistent with applicable laws or regulations.\n\n     6.  This  Agreement has been made in and  shall be  construed  under and in\naccordance with the laws of the State of Georgia.\n\n                                        THE COCA-COLA COMPANY\n\n                                        BY:  THE COMMITTEE\n\n\n\n                                        \/s\/ SUSAN E. SHAW\n                                        -------------------------\n                                        Authorized Signature\n\n     I have read the above  Agreement  and hereby  accept the above award of the\nterms and  conditions  of this  agreement and I agree to be bound thereby and by\nthe actions of the Committee.\n\n\n27\/12\/00                                \/s\/ CHARLES S. FRENETTE\n----------                              --------------------------\nDate Accepted                            Recipient\n\n\n\n\n\n                              - HIGHLY RESTRICTED -\n                                       4\n\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":[9539,9544],"class_list":["post-40336","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40336","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=40336"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40336"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40336"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40336"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}