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INDIVIDUAL GRANTS
---------------------------------------------
% OF
TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
OPTIONS/ ANNUAL RATES OF STOCK PRICE APPRECIATION
NUMBER OF SARS FOR OPTION TERM (10 YEARS)*
SECURITIES GRANTED -------------------------------------------------------
UNDERLYING TO EXERCISE 5% 10%
OPTIONS/SARS EMPLOYEES OR BASE ------------------------- --------------------------
GRANTED IN FISCAL PRICE EXPIRATION PRICE PER AGGREGATE PRICE PER AGGREGATE
NAME (#) YEAR ($/SHARE) DATE SHARE VALUE SHARE VALUE
- ---- ------------ --------- --------- ---------- --------- --------------- --------- ----------------
Roberto C.
Goizueta 0 -- -- -- -- -- -- --
M. Douglas
Ivester 0 -- -- -- -- -- -- --
Jack L. Stahl 87,000/1/ .7% $59.75/1/ 10/15/2007 $97.3925 $3,274,898/2/ $154.7525 $8,265,218/2/
Sergio S. Zyman 80,000/1/ .6% $59.75/1/ 10/15/2007 97.3925 3,011,400/2/ 154.7525 7,600,200/2/
E. Neville Isdell 80,000/1/ .6% $59.75/1/ 10/15/2007 97.3925 3,011,400/2/ 154.7525 7,600,200/2/
Douglas N. Daft 87,000/1/ .7% $59.75/1/ 10/15/2007 97.3925 3,274,898/2/ 154.7525 8,265,218/2/
All Share Owners as a Group $97.3925 $93,000,658,570/2/ $154.7525 $234,715,947,818/2/
Named executives' portion of assumed value gained by all
share owners $97.3925
* 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 Company Common Stock. 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 recipients, including the listed executives, 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 Company Common Stock on the date the option is granted. The fair market value of a share of Company 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 under the plan become exercisable upon an optionee's retirement, death or disability or upon a change in control. The plan allows shares of Company Common Stock 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. Stahl's award is $1,153,368 at a 5% annual rate of stock price appreciation and $2,910,881 at a 10% annual rate of stock price appreciation; of Mr. Zyman's award is $1,060,568 at a 5% annual rate of stock price appreciation and $2,676,672 at a 10% annual rate of stock price appreciation; of Mr. Isdell's award is $1,060,568 at a 5% annual rate of stock price appreciation and $2,676,672 at a 10% annual rate of stock price appreciation; and of Mr. Daft's award is $1,153,368 at a 5% annual rate of stock price appreciation and $2,910,881 at a 10% annual rate of stock price appreciation.
NUMBER OF VALUE OF UNEXERCISED
SECURITIES IN-THE-MONEY
UNDERLYING OPTIONS/SARS
UNEXERCISED AT FY-END ($)
OPTIONS/SARS AT (BASED ON
FY-END (#) $66.6875 PER SHARE)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED/2/ UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ----------------- --------------- --------------------
Roberto C. Goizueta 1,800,000 $104,371,866/3/ N/A N/A
M. Douglas Ivester 100 6,092/3/ 2,860,371/ 138,601,717/
138,889 4,314,240
Jack L. Stahl -- -- 669,666/ 31,848,388/
175,334 2,618,674
Sergio S. Zyman 5,386 205,149/4/ 344,392/ 13,023,699/
159,722 2,343,107
E. Neville Isdell 40,000 2,190,000/5/ 666,832/ 34,962,314/
154,168 2,170,559
Douglas N. Daft -- -- 359,055/ 16,873,825/
158,945
/1/ The share numbers, and market and exercise prices have been adjusted, as necessary, for the 2-for-1 stock splits that occurred on May 1, 1996, May 1, 1992 and May 1, 1990.
/2/ An individual, upon exercise of an option, does not receive cash equal to the amount contained in the Value Realized column of this table. Instead, the amounts contained in the Value Realized column reflect the increase in the price of Company Common Stock from the option grant date to the option exercise date. No cash is realized until the shares received upon exercise of an option are sold.
/3/ The exercise price of the stock option was $4.64063, which is equal to the fair market value of a share of Company Common Stock on the date of grant, which was July 21, 1988.
/4/ The exercise prices of the stock options were $21.90625 for 4,238 shares and $25.375 for 1,148 shares. The exercise prices are equal to the fair market value of a share of Company Common Stock on the grant dates, which were October 21, 1993 and October 19, 1994, respectively.
/5/ The exercise price of the stock option was $4.4375, which is equal to the fair market value of a share of Company Common Stock on the date of grant, which was October 20, 1987.
PERFORMANCE ESTIMATED FUTURE PAYOUTS/2/
NUMBER OF OR OTHER UNDER NON-STOCK PRICE-
SHARES, UNITS PERIOD UNTIL BASED PLANS
OR OTHER MATURATION OR -----------------------------
NAME RIGHTS PAYOUT THRESHOLD TARGET MAXIMUM
- ---- ------------- ------------- --------- -------- ----------
Roberto C. Goizueta.. 1,375,000 3 years N/A/3/ N/A/3/ N/A/3/
M. Douglas Ivester... 780,000 3 years $195,000 $780,000 $1,365,000
Jack L. Stahl........ 488,000 3 years 122,000 488,000 854,000
Sergio S. Zyman...... 391,000 3 years 97,750 391,000 684,250
E. Neville Isdell.... 488,000 3 years 122,000 488,000 854,000
Douglas N. Daft...... 488,000 3 years 122,000 488,000 854,0
/1/ Effective January 1, 1982, and as amended and approved in 1994 by share owners of the Company, the Company has established a Long Term Performance Incentive Plan. The Compensation Committee, which administers the plan, awards incentive compensation to certain executive and senior officers of the Company. The Committee determines a base for each participant. The base is calculated on the participant's salary grade midpoint and level of responsibility, for a three-year plan period, and the base cannot be increased for that period. The Committee also sets a matrix which contains the target levels for the two performance measures: "Growth in Unit Case Sales" and "Growth in Economic Profit". Actual awards are determined after the end of the three-year period and range from 0% to 175% of the participant's base. The plan is not based on the price of Company Common Stock. Subject to continued employment of the participant, unless death, disability or retirement occurs, one-half of each award earned is paid at the close of each three-year performance period. Payment of the other half of each award, the "Restricted Award", is deferred for two years and is subject to forfeiture if the participant's employment with the Company terminates for any reason other than death, disability, retirement or a change in control of the Company during such two-year period. The participant is entitled to accrue interest on the Restricted Award during such two-year period, calculated at rates not in excess of prevailing market interest rates. Upon a change in control of the Company, all awards or portions of awards earned up until such date become fully vested and payable, and additional payments will be made in an amount equal to the participant's liability for any taxes attributable to such payments.
/2/ The threshold amount is equal to .25 times the targeted payout, and if actual Company performance falls below certain parameters, no payouts are made. The target amount is earned if specified performance targets are achieved. The maximum amount that can be earned is 1.75 times the targeted amount.
/3/ Mr. Goizueta earned an award prorated to the time of his death of $580,556 for the 1997-1999 performance period.