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INDIVIDUAL GRANTS
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% OF TOTAL
NUMBER OF OPTIONS/
SECURITIES SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SHARE) DATE
------------------- ----------- ----------- ----------- -------------
Roberto C. Goizueta 1,000,000 (1) 11.0% $ 57.5625(1) 4/19/2005
M. Douglas Ivester 250,000 (1) 2.8% 71.25(1) 10/17/2005
John Hunter 30,000 (1) .3% 71.25(1) 10/17/2005
Jack L. Stahl 60,000 (1) .7% 71.25(1) 10/17/2005
Sergio S. Zyman 50,000 (1) .6% 71.25(1) 10/17/2005
POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM (10 YEARS)*
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5% 10%
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PRICE PER AGGREGATE PRICE PER AGGREGATE
NAME SHARE VALUE SHARE VALUE
------------------- ----------- ---------------- ----------- ----------------
Roberto C. Goizueta $ 93.8225 $36,264,375(2) $ 149.0825 $91,524,375(2)
M. Douglas Ivester 116.14 11,221,875(2) 184.54 28,321,875(2)
John Hunter 116.14 1,346,625(2) 184.54 3,398,625(2)
Jack L. Stahl 116.14 2,693,250(2) 184.54 6,797,250(2)
Sergio S. Zyman 116.14 2,244,375(2) 184.54 5,664,375(2)
All Share Owners as a Group $ 93.8225 $45,408,355,720(2) $ 149.0825 $114,610,389,288(2)
116.14 56,215,694,658(2) $ 184.54 141,872,934,904(2)
Named executives' portion of assumed value
gained by all share owners $ 93.8225 .0008 $ 149.0825 .0008
116.14 .00031 $ 184.54 .00031
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* The dollar gains under these columns result from calculations assuming 5% and 10% growth rates as set by the Securities and Exchange Commission and are not intended to forecast future price appreciation of the Common Stock of the Company. The gains reflect a future value based upon growth at these prescribed rates. The Company did not use an alternative formula for a grant date valuation, an approach which would state gains at present, and therefore lower, value. The Company is not aware of any formula which will determine with reasonable accuracy a present value based on future unknown or volatile factors.
It is important to note that options have value to the listed executives and to all option recipients only if the stock price advances beyond the grant date price shown in the table during the effective option period.
(1) These awards were made pursuant to the 1991 Stock Option Plan. Under this plan, the option price must be not less than 100% of the fair market value of the Company's Common Stock on the date the option is granted. The fair market value of a share of the Company's Common Stock is the average of the high and low market prices at which a share of stock was sold on the date of grant. These stock options may not be exercised during the first twelve months after the date of grant. Thereafter, these options may be exercised only to the extent of a fraction, the numerator of which is the number of whole months from the date of grant and the denominator of which is thirty-six. All unexercisable stock options granted pursuant to the plan become exercisable upon an optionee's retirement, death or disability or upon a change in control. The plan allows shares of Common Stock of the Company to be used to satisfy any resulting Federal, state and local tax liabilities, but does not provide for a cash payment by the Company for income taxes payable as a result of the exercise of a stock option award. This plan is the same in all material respects as the 1983 Stock Option Plan and the 1987 Stock Option Plan, except that this plan was amended in 1995, with share owner approval, to permit that options granted after February 15, 1995, which are held by persons who become disabled while employed or within six months after leaving the employ of the Company or who retire retain the exercise period originally provided in the option grant.
(2) Not discounted to present value. Using a discount rate of 11%, which approximates the Company's cost of capital, the present value of the assumed potential realizable value of Mr. Goizueta's award is $12,771,750 at a 5% annual rate of stock price appreciation and $32,233,464 at a 10% annual rate of stock price appreciation; of Mr. Ivester's award, $3,952,170 at a 5% annual rate of stock price appreciation and $9,974,525 at a 10% annual rate of stock price appreciation; of Mr. Hunter's award, $474,260 at a 5% annual rate of stock price appreciation and $1,196,943 at a 10% annual rate of stock price appreciation; of Mr. Stahl's award, $948,521 at a 5% annual rate of stock price appreciation and $2,393,886 at a 10% annual rate of stock price appreciation; and of Mr. Zyman's award, $790,434 at a 5% annual rate of stock price appreciation and $1,994,905 at a 10% annual rate of stock price appreciation.
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