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YEARS OF CREDITED SERVICE WITH
ASSUMED AVERAGE ANNUAL THE COMPANY
COMPENSATION FOR FIVE-YEAR ----------------------------------------------------------------------------------------------------
PERIOD PRECEDING RETIREMENT 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS 45 YEARS
--------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 500,000 $ 175,000 $ 200,000 $ 225,000 $ 250,000 $ 275,000 $ 294,896 $ 331,146
1,000,000 350,000 400,000 450,000 500,000 550,000 593,646 666,146
1,500,000 525,000 600,000 675,000 750,000 825,000 892,396 1,001,146
2,000,000 700,000 800,000 900,000 1,000,000 1,100,000 1,191,146 1,336,146
2,500,000 875,000 1,000,000 1,125,000 1,250,000 1,375,000 1,489,896 1,671,146
3,000,000 1,050,000 1,200,000 1,350,000 1,500,000 1,650,000 1,788,646 2,006,146
3,500,000 1,225,000 1,400,000 1,575,000 1,750,000 1,925,000 2,087,396 2,341,146
4,000,000 1,400,000 1,600,000 1,800,000 2,000,000 2,200,000 2,386,146 2,676,146
4,500,000 1,575,000 1,800,000 2,025,000 2,250,000 2,475,000 2,684,896 3,011,146
5,000,000 1,750,000 2,000,000 2,250,000 2,500,000 2,750,000 2,983,646 3,346,146
5,500,000 1,925,000 2,200,000 2,475,000 2,750,000 3,025,000 3,282,396 3,681,146
6,000,000 2,100,000 2,400,000 2,700,000 3,000,000 3,300,000 3,581,146 4,016,146
6,500,000 2,275,000 2,600,000 2,925,000 3,250,000 3,575,000 3,879,896 4,351,146
7,000,000 2,450,000 2,800,000 3,150,000 3,500,000 3,850,000 4,178,646 4,686,146
7,500,000 2,625,000 3,000,000 3,375,000 3,750,000 4,125,000 4,477,396 5,021,146
8,000,000 2,800,000 3,200,000 3,600,000 4,000,000 4,400,000 4,776,146 5,356,146
This table sets forth the annual retirement benefits payable under the Employee Retirement Plan of The Coca-Cola Company (the "Retirement Plan",described below), the retirement portion of the Supplemental Plan and The Coca-Cola Company Key Executive Retirement Plan (the "Key Executive Plan",described below) upon retirement at age 65 based on an employee's assumed average annual compensation for the five-year period preceding recirement and assuming actual retirement on January 1, 1996. The benefits listed in the table are not subject to any reduction for Social Security or other offset amounts.
Generally, compensation utilized for pension formula purposes includes salary and annual bonus reported in the Summary Compensation Table. Awards under the Long Term Performance Incentive Plan are also included in the computation of benefits under the Retirement Plan, the Key Executive Plan and the Supplemental Plan. Company contributions received under the Company's Thrift Plan and Supplemental Plan are not included in the calculation of the named executive's compensation for purposes of the pension benefit.
The Retirement Plan is a tax-qualified defined benefit plan and, subject to certain maximum and minimum provisions, bases pension benefits on a percentage of (a) the employee's final average compensation (the five highest consecutive calendar years of compensation out of the employee's last eleven years of credited service) or (b) $150,000 for 1995, whichever is lower, times the employee's years of credited service. Age requirements for early retirement and benefit reductions for early retirement are reduced for participants who terminate for any reason within two years after a change in control. The term "compensation" includes salary, overtime, commissions and performance incentive awards of the participants.
The Supplemental Plan also provides a benefit to eligible persons whenever 100% of their pension benefits under the Retirement Plan are not permitted to be funded or paid through that plan because of limits imposed by the Internal Revenue Code of 1986, which limitations were an annual benefit at age 65 of $120,000 in 1995. If a participant terminates employment before early retirement age (for any reason other than death), the participant will forfeit the portion of the Supplemental Plan pension benefit attributable to credited service after December 31, 1993, unless the Compensation Committee of the Board of Directors otherwise expressly elects. In addition, a participant will forfeit all rights to future pension benefits under the Supplemental Plan if the participant engages in competition with the Company following termination of employment. If a participant is entitled to a pension benefit from the Retirement Plan because of termination of employment for any reason within two years subsequent to a change in control, then the change in control provisions in the Retirement Plan will apply to the calculation of the participant's pension benefit under the Supplemental Plan. These vested benefits are payable on termination of employment.
The Key Executive Plan provides certain executive and other key senior officers of the Company annually, upon retirement, 20% of the average pay, including awards pursuant to the Long Term Performance Incentive Plan, for the five highest consecutive years out of the employee's last eleven years of credited service, increased 1% for each year of vested service with the Company up to a maximum of 35 years (i.e., up to 55%). The amount any participant will receive under the Key Executive Plan will be reduced, dollar for dollar, by amounts payable under the Retirement Plan. Eligibility for early retirement benefits under the Key Executive Plan commences when the participant has completed ten years of service with the Company and is 55 years old, or when the participant reaches age 60. Normal retirement benefits may commence when the participant reaches age 65. If a participant should die prior to retirement, his or her surviving spouse will receive accrued benefits under the Key Executive Plan, less any other survivor income benefits payable under the Retirement Plan.There is also a benefit to a participant's surviving spouse if the participant dies after retirement. These vested benefits are payable on termination of employment. A participant will forfeit all rights to future benefits under the Key Executive Plan if the participant engages in competition with the Company following termination of employment. In the event of a change in control, all benefits accrued to participants would immediately vest and,if a participant's employment terminates within two years after a change in control, his or her benefits would be paid in cash in a lump sum. In certain cases, such benefits are calculated assuming continuation of employment to the first date on which the employee would have satisfied the eligibility requirements with assumedincreases of 8% per annum in covered compensation. Also in such event, the Company will pay the employee an additional amount equal to the liability, if any, under Section 4999 of the Internal Revenue Code of 1986 attributable to lump sum payments under the Key Executive Plan.
The respective years of credited service as of December 31, 1995, for the persons named in the Summary Compensation Table are as follows: Mr. Goizueta, 41.5 years; Mr. Ivester, 16.2 years; Mr. Hunter, 20.4 years; Mr. Stahl, 16.5 years; and Mr. Zyman, 10.7 years.
As reported in previous Proxy Statements, the Company entered into an Incentive Unit Agreement with Mr. Goizueta in 1988. Each Incentive Unit is equal to the market value of one share of the Company's Common Stock, and is payable, in cash, upon the recipient's death, retirement or disability or upon a change in control of the Company. Dividends are not paid on Incentive Units. The Incentive Unit Agreement provides for the Company to make a cash payment to the recipient of the award made pursuant to this agreement in an amount equal to the recipient's income tax liability on this award when the restrictions lapse.Receipt of this cash payment also causes the recipient to incur income tax liability, but no cash payment is made to the recipient to offset this liability. Under this agreement, 800,000 Incentive Units were awarded to Mr. Goizueta. The units awarded under this agreement have been adjusted to reflect the 2-for-1 stock split that occurred on May 1, 1992, and the 2-for-1 stock split that occurred on May 1, 1990. The award was made in 1988 and no further award can be made pursuant to this agreement.
As reported in previous Proxy Statements, the Company entered into a Performance Unit Agreement with Mr. Goizueta in 1985. Pursuant to this agreement, Mr. Goizueta received 1,440,000 Performance Units. The value of each Performance Unit is equal to the increase in the market value of a share of the Company's Common Stock over $5.15625, the price of a share of the Company's Common Stock on January 2, 1985. The number of Performance Units and the base price thereof reflect adjustments for the 2-for-1 stock split that occurred on May 1, 1992, the 2-for-1 stock split that occurred on May 1, 1990, and the 3-for-1 stock split that occurred on June 16, 1986. The value of the Performance Units will be determined and paid in cash as of the date of the recipient's death, disability or retirement, or upon a change in control of the Company. The award was made in 1985 and no further award can be made pursuant to the Performance Unit Agreement.
Notwithstanding anything to the contrary set
forth in any of the Company's previous filings under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings,including this Proxy Statement, in whole or in part,
the following Performance Graph and the Report of the Compensation Committee of
the Board of Directors of The Coca-Cola Company on Executive Compensation shall
not be incorporated by reference into any such filings.
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