Exhibit 99.1  

 

 

 

As Amended on December 13, 2007

 

 

 

 

 

“Account” shall mean an account maintained under the Plan for a Participant in accordance with Article III.

 

 

“Board” shall mean the Board of Directors of The Coca-Cola Company.

 

“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, as amended ("1934 Act"), as in effect on January 1, 2002, 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, 2002) 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 the Company cease, for any reason, to constitute at least a majority of the Board, 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 shareowners of the Company approve any merger or consolidation as a result of which the 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 shareowners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners 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 determines otherwise.

 

 

“Company” shall mean The Coca-Cola Company.

 

“Director” shall mean a duly-appointed or elected member of the Board.

 

“Grant Date” shall mean the first day of the first regular scheduled meeting of the Board of Directors in February.

 

 

“Participant” shall mean a Director who is eligible for the Plan in accordance with Article II and/or a former Director for whom an Account is maintained under the Plan.

 

“Performance Period” shall mean a period of years over which the Company’s performance is measured for the purposes of benefits under this Plan.

 

“Performance Target” shall mean a quantifiable financial measure (such as growth in earnings per share, economic profit, etc.) that is set at the beginning of each Performance Period and that must be achieved during the Performance Period for the credited Share Units to be payable to a Director.

 

“Plan” shall mean the Compensation Plan for Non-Employee Directors of The Coca-Cola Company.

 

“Share Unit” shall mean a hypothetical share of Stock that is credited to a Participant’s Account.

 

“Stock” shall mean the common stock of the Company.

 

 

 

 

 

 

2.1	Limitation to Non-Employee Directors.   Only Directors who are not employed by the Company or a Majority-Owned Related Company shall be eligible for the Plan.

2.2

Date of Eligibility. Directors who are on the Board as of January 1, 2006 shall be eligible to participate as of January 1, 2006.  Thereafter, a new Director shall be eligible twelve months from the date he or she is appointed or elected to the Board.  The new Director shall be paid $175,000 in cash or such other amount as may be determined by the Board of Directors for his or her first twelve months of service.

 

 

 

3.1	Accounts and Sub-Accounts.  Each Participant shall have an Account administered in his or her name.  Such Account shall be a bookkeeping entry only and no Stock or other assets shall be placed in the Participant’s name.  There shall be separate sub-Accounts for each Performance Period.

3.2

Crediting of Share Units.  On the Grant Date, each Participant’s Account shall be credited with Share Units.  The dollar amount for the period beginning January 1, 2006, shall be $175,000 and may be adjusted in subsequent years by the Board of Directors.  The number of Share Units credited to each Participant shall be determined by dividing this dollar amount by the average of the high and low price of Stock on the Grant Date.

3.3	Setting of Performance Target.  On the Grant Date, the Board of Directors shall set the Performance Period and the Performance Target applicable for that Performance Period.   The Performance Target may not thereafter be changed.

3.4

Hypothetical Dividends.  As of each date on which dividends on the Stock are payable to shareowners, each Participant’s Account shall be credited with the value of the dividends that would be payable on Share Units if they were shares of Stock.  These hypothetical dividends shall be converted to Share Units using the average of the high and low price of Stock on the dividend payment date or if such date is not a trading day, on the next trading day.

 

 

4.3	Form of Payment.  All payments under this Plan shall be in cash unless

 

 

 

5.1

Administration of the Plan.  The Committee on Directors and Corporate Governance of the Board of Directors of the Company shall oversee the administration of the Plan.  The Committee on Directors and Corporate Governance has the exclusive responsibility and complete discretionary authority to control the operation and administration of the Plan, with all powers necessary to enable it to properly carry out such responsibility, including but not limited to the power to construe the terms of the Plan, to determine status, coverage and eligibility for benefits and to resolve all interpretive, equitable, and other questions, including questions of fact, that shall arise in the operation and administration of the Plan.  All actions or determinations of the Committee on Directors and Corporate Governance shall be final, conclusive and binding on all persons.

5.4

Limitation of Responsibility.  Neither the establishment of this Plan nor any modification thereof, nor the creation of any Account, nor the payment of any benefits, shall be construed as giving to any Participant or other person any legal or equitable right against the Company, or its subsidiaries, or any officer or employee thereof; and in no event shall the terms of any Director’s Board appointment be modified or in any way affected thereby.