Registration No. 33-58697
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0503352
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
(Address of principal executive offices, including Zip Code)
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
Lowry F. Kline, Esq.
General Counsel
Coca-Cola Enterprises Inc.
One Coca-Cola Plaza, N.W.
Atlanta, GA 30313
(Name and address of agent for service)
(404) 676-2100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered share price fee
------------ ----------- --------- ------------- ---------------
Coca-Cola 2,000,000(1) $21 3/8(2) $42,750,000(2) $14,741.38
Enterprises shares (2) (3)
Inc. Common
Stock, $1.00
par value
Participation (4) (5) (5) (5)
in the
Coca-Cola
Enterprises
Inc. Matched
Employee
Savings and
Investment
Plan
<PAGE>
(1) The 2,000,000 shares being registered represent the
incremental number of shares that may be purchased under
the Plan.
(2) Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on the average of the high
and low prices reported on the New York Stock Exchange on
April 15, 1994.
(3) Previously paid.
(4) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(5) Not applicable.
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Commission are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934 for its
fiscal year ended December 31, 1994;
(b) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1994;
(c) the description of the Registrant's common stock to be
offered hereby which is contained in the registration statement filed
on Form S-8 on October 28, 1986, under Section 12 of the Securities
Exchange Act of 1934, including any amendments or reports filed for
the purpose of updating such description.
All documents filed by the Registrant or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 after the date of filing of this Registration Statement and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated hereby by reference and to be a part hereof from the
date of filing of such documents.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of Coca-Cola
Enterprises Inc., as amended on April 15, 1992, incorporated by reference
to Exhibit 28.2 to the registrant's Quarterly Report on Form 10-Q filed
May 11, 1992.
4.2 Bylaws of Coca-Cola Enterprises Inc., incorporated by
reference to Exhibit 3 to the registrant's Quarterly Report on Form
10-Q as filed May 12, 1995.
4.3 Coca-Cola Enterprises Inc. Matched Employee Savings
and Investment Plan (Amended and Restated as of July 1, 1992), with
amendment effective as of January 1, 1995.
23 Consent of Ernst & Young LLP.
24 Powers of Attorney.
An opinion of counsel is not being filed because the
securities being registered are not original issuance securities, and
the Registrant undertakes to submit the Plan and any amendments
thereto to the Internal Revenue Service (the "Service") in order to
secure a determination letter in a timely manner and will make all
changes required by the Service in order to qualify the Plan and
obtain such letter.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, Coca-Cola Enterprises Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Amendment No. 1 to
Registration Statement (No. 33-58697) to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on the 15th day of May, 1995.
COCA-COLA ENTERPRISES INC.
(registrant)
S. K. JOHNSTON, JR.
By:------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this report has been signed by the following persons in the
capacities and on the dates indicated.
S. K. JOHNSTON, JR. Vice Chairman, May 15, 1995
-------------------- Chief Executive
(S.K. Johnston, Jr.) Officer and a
Director
(principal
executive
officer)
JOHN R. ALM Senior Vice May 15, 1995
-------------------- President and
(John R. Alm) Chief Financial
Officer
(principal
financial
officer)
BERNICE H. WINTER Vice President May 15, 1995
-------------------- and Controller
(Bernice H. Winter) (principal
accounting
officer)
* Chairman of the May 15, 1995
------------------- Board of
(M. Douglas Ivester) Directors
* President, Chief May 15, 1995
------------------- Operating Officer
(Henry A. Schimberg) and a Director
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* Director May 15, 1995
-------------------
(Howard G. Buffett)
* Director May 15, 1995
-------------------
(John L. Clendenin)
* Director May 15, 1995
-------------------
(Johnnetta B. Cole)
* Director May 15, 1995
-------------------
(T. Marshall Hahn, Jr.)
* Director May 15, 1995
-------------------
(Claus M. Halle)
* Director May 15, 1995
-------------------
(L. Phillip Humann)
* Director May 15, 1995
-------------------
(Robert A. Keller)
* Director May 15, 1995
-------------------
(S. L. Probasco, Jr.)
* Director May 15, 1995
-------------------
(Francis A. Tarkenton)
LOWRY F. KLINE
*By:--------------------
Lowry F. Kline
Attorney-in-Fact
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this Amendment No. 1 to Registration Statement
(No. 33-58697) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia,
on May 12, 1995.
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS AND
INVESTMENT PLAN
By: Trust Company Bank,
Plan Trustee
JAMES F. WINTERS, III
By:-----------------------------
James F. Winters, III
Group Vice President
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EXHIBIT INDEX
-------------
Exhibit Page
Number Document Number
- ------- -------- ------
4.3 Coca-Cola Enterprises Inc. Matched 8
Employee Savings and Investment Plan
(Amended and Restated as of July 1,
1992) with amendment effective as of
January 1, 1995.
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<PAGE>
EXHIBIT 4.3
Revised 12/15/94
COCA-COLA ENTERPRISES INC.
MATCHED EMPLOYEE SAVINGS AND INVESTMENT PLAN
(Amended and Restated as of July 1, 1992)
<PAGE>
TABLE OF CONTENTS
PREAMBLE
ARTICLE I - INTRODUCTION AND PURPOSE 1
ARTICLE II - DEFINITIONS 2
ARTICLE III - COVERAGE
A. Participation 13
B. Termination and Reemployment 13
C. Change in Employment Status 13
ARTICLE IV - ACCOUNTS AND CONTRIBUTIONS
A. Accounts 15
B. Company Contributions 15
C. After-Tax Contributions 18
D. Changes in Contributions 19
E. Rollovers and Transfers Between Plans 19
F. Limitations 22
G. Restoration Procedures 30
ARTICLE V - INVESTMENT AND ALLOCATIONS
A. Investment of Accounts 31
B. Allocation of Income or Loss 35
ARTICLE VI - VESTING, LOANS AND DISTRIBUTIONS
A. Vesting 37
B. Loans 37
C. Withdrawals While Employed 37
D. Distributions at Termination, Disability or Death 40
ARTICLE VII - ADMINISTRATION AND NAMED FIDUCIARY
A. Administration 45
B. Named Fiduciary, Administrator and Service of Legal Process 47
ARTICLE VIII - TRUST AGREEMENT 48
ARTICLE IX - AMENDMENT, TERMINATION, MERGER
A. Amendment 49
B. Termination 49
C. Merger, Consolidation or Transfer of Assets to
Other Plans 49
D. Adoption of the Plan by a Participating Company 50
<PAGE>
ARTICLE X - MISCELLANEOUS PROVISIONS
A. Benefits Not Assignable 52
B. Conditions of Employment not Affected by Plan 53
C. Beneficiaries 53
D. Facility of Benefit Payment 54
E. Appeals Procedure 55
F. Miscellaneous Language 56
G. Top Heavy Provisions 56
H. Construction 58
<PAGE>
ARTICLE I
INTRODUCTION AND PURPOSE
A. The Plan originally was made effective as of January 1, 1988, as
the Coca-Cola Enterprises Inc. Savings Investment Plan.
B. Effective December 31, 1988, the Plan accepted a spin-off of
assets and liabilities from The Coca-Cola Company Thrift Plan (the "Thrift
Plan"), in which many of the originally eligible Employees had been
participating.
C. On December 18, 1991, Johnston Coca-Cola Bottling Group, Inc.
became a wholly owned subsidiary of the Controlling Company.
D. Effective July 1, 1992, the Johnston Coca-Cola Bottling Group,
Inc. Matched Employee Savings and Investment Plan (the "Johnston Plan") is
merged with this Plan, which is hereby renamed the Coca-Cola Enterprises
Inc. Matched Employee Savings and Investment Plan (the "Plan"), as set
forth herein. Each Covered Employee who was a participant in the Johnston
Plan on June 30, 1992 shall be a Participant in this Plan on July 1, 1992.
E. On June 30, 1993, the Controlling Company acquired substantially
all of the issued and outstanding capital stock of Johnson City Coca-Cola
Bottling Company and Roddy Coca-Cola Bottling Company, Inc.
F. Effective September 1, 1993, the Johnson City Coca-Cola Bottling
Company Profit Sharing Plan (the "Johnson City Plan") and the Roddy
Coca-Cola Bottling Company, Inc. 401(k) Plan (the "Roddy Plan") are merged with
this Plan. Each covered Employee who was a participant in the Johnson City
Plan or the Roddy Plan on August 31, 1993 shall be a participant in this
Plan on September 1, 1993.
G. Except as may be otherwise specifically provided herein, this
amendment and restatement of the Plan shall not affect the rights or
benefits of any Employee who terminated employment before July 1, 1992, or,
with regard to Employees who were employees of Johnson City Coca-Cola
Bottling Company or Roddy Coca-Cola Bottling Company, Inc., any Employee
who terminated employment before September 1, 1993. Except as may be
otherwise specifically provided herein, the rights and benefits of all such
persons shall be determined in accordance with the provisions of the Prior
Plan Statements.
H. The primary purpose of the Plan is to provide eligible Employees
of the Controlling Company and its participating Affiliates with an
opportunity to accumulate savings in a tax-effective manner. The Plan also
is designated to afford eligible Employees an opportunity to invest their
savings in the common stock of the Controlling Company, so that they may
share in the growth and prosperity of, and acquire a proprietary interest
in, the Controlling Company.
I. The Controlling Company intends that the Plan be a profit sharing
plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and that it satisfy the requirements of Code Section
401(k) and the regulations promulgated thereunder.
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ARTICLE II
DEFINITIONS
As herein used:
(1) "Account" shall mean the aggregate of all subaccounts maintained
by the Administrative Committee for purposes of determining a Participant's
or Beneficiary's interest in the Trust Fund and shall include the Pre-Tax
Contribution Account, the Matching Contribution Account, the Supplemental
Company Contribution Account, the After-Tax Contribution Account and the
Rollover Account.
(2) "Active Participant" shall mean, for any Plan Year, any
Participant who is an Employee during such Plan Year.
(3) "Administrative Committee" shall mean the committee appointed to
administer the Plan pursuant to Article VII.
(4) "Affiliate" shall have the meaning set forth in subsection
(a) or (b), as follows:
(a) Expect as provided in subsection (b), "Affiliate" shall
mean, as of any date, (i) a Participating Company and (ii)
any company, person or organization which, on such date, (A)
is a member of the same controlled group of corporations
[within the meaning of Code Section 414(b)] as is a
Participating Company; (b) is a trade or business (whether
or not incorporated) which controls, is controlled by or is
under common control with [within the meaning of Code
Section 414(c)] a Participating Company; (C) is a member
of an affiliated service group [as defined in Code
Section 414(m)] which includes a Participating Company;
or (D) is required to be aggregated with a Participating
Company pursuant to regulations promulgated under
Code Section 414(o); provided, solely for
purposes of Article IV.F.2, the term "Affiliate" as defined
in this section shall be deemed to include corporations that
would be Affiliates if the phrase "more than 50 percent"
were substituted for the phrase "at least 80 percent" in
each place the latter phrase appears in Code
Section 1563(a)(1).
(b) Solely for purposes of determining "Hours of Service"
pursuant to Article II(29), "Affiliate" shall mean any
company described in subsection (a) and The Coca-Cola
Company and its affiliates.
(5) "After-Tax Contribution Account" shall mean the subaccount
established under Article IV.A to which are credited a Participant's After-
Tax Contributions under Article IV.C, as adjusted by such amounts properly
credited or debited to it under Article V.B.
(6) "After-Tax Contributions" shall mean the amounts paid by a
Participating Company to the Trust Fund at the election of Participants,
all pursuant to the terms of Article IV.C.
(7) "Annual Addition" shall mean the sum of the amounts described in
Article IV.F.2.
(8) "Beneficiary" shall mean the person or persons, who, in
accordance with the Participant's written nomination of Beneficiary filed
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with the Administrative Committee as provided in Article X.C, are entitled
to receive any amount of benefit in case of the Participant's death.
(9) "Board" or "Board of Directors" shall mean the Board of Directors
of the Controlling Company.
(10) "Break in Service" shall mean an Employee's employment
anniversary year during which the Employee receives credit for no Hours of
Service, provided the Employee's service has been terminated at the end of
such period, subject to the following additional provisions:
(a) An Employee's absence from service by reasons of leave of
absence granted by an Affiliate because of illness, military
service, or for any other reason, shall not terminate the
Employee's service, provided the Employee returns to active
employment with the Affiliate within the time specified in
the Employee's leave, or if not specified therein, within
the time which accords with the Affiliate's policy with
respect to permitted absences. If the Employee does not
return to active employment with an Affiliate within the
time herein-above prescribed, the Employee's employment
shall be considered terminated, for all purposes of the
Plan, as of the date on which such Employee's leave began.
(b) The Employee's absence from service because of engagement in
military service shall be considered a leave of absence
granted by an Affiliate and shall not terminate the
Employee's service if the Employee returns to active
employment within the period of time during which the
Employee has reemployment rights under any applicable
federal law.
(c) Notwithstanding the above, if a Participant begins an
absence for maternity or paternity reasons after December
31, 1984, such Participant shall be credited with one Hour
of Service either in the employment anniversary year such
absence began or in the following employment anniversary
year, whichever is appropriate to prevent the occurrence of
Break in Service. An absence from work for maternity or
paternity reasons means an absence due to (1) the pregnancy
of the Participant, (2) the birth of a child of the
Participant, (3) the placement of a child in connection with
the adoption of the child by the Participant, or (4) caring
for such child immediately following the birth or placement
for adoption.
(d) Leaves of absence, as described above, shall be granted in
accordance with rules adopted by the Affiliate and applied
uniformly to all who are similarly situated.
(11) "Coca-Cola Stock" shall mean the common stock of The Coca-Cola
Company.
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(12) "Coca-Cola Stock Fund" shall mean a subfund of the Trust Fund
established pursuant to Article V.A.1. and intended to primarily hold and
retain Coca-Cola Stock.
(13) "Code" shall mean the Internal Revenue Code of 1986, as
heretofore or hereafter amended or supplemented, or as superseded by laws
of similar effect, together with regulations and rulings issued pursuant
thereto.
(14) "Company Contributions" shall mean Pre-Tax, Matching and
Supplemental Company Contributions.
(15) "Company Stock" shall mean the common stock of the Controlling
Company.
(16) "Company Stock Fund" shall mean a subfund of the Trust Fund
established pursuant to Article V.A.1. and intended to invest primarily in
Company Stock.
(17) "Compensation" shall mean, for a Plan Year with respect to a
Participant while he is an Active Participant, the total of:
(a) all Pre-Tax Contributions made to the Plan (and all similar
salary reduction contributions made to other Sec. 401(k) and
Sec. 125 plans of a Participating Company) on behalf of the
Participant for such period; plus
(b) the actual compensation paid or made available to the
Participant (while an Active Participant) by Participating
Companies, as reported on Internal Revenue Service Form W-2
for the applicable Plan Year, including base pay, overtime,
overtime premium, shift premium, commissions, bonuses, short
term disability benefits, and the value of incentives paid
pursuant to the terms of a formal, announced arrangement,
but specifically excluding amounts paid for relocation
expenses, taxable income from excess group life insurance,
discriminatory welfare plans and stock option transactions,
tuition reimbursements, severance pay (if paid in a lump sum
but not if paid in the form of salary continuation), income
attributable to fringe benefits provided by a Participating
Company, worker's compensation benefits, long term
disability benefits (whether or not insured), travel premium
pay, and any other, similar nonperiodic compensation
otherwise reportable for federal income tax purposes.
For Plan Years beginning after December 31, 1988, Compensation shall
exclude amounts in excess of $200,000 per year (or such higher amount as
may be permitted under Code Sec. 401(a)(17) for the applicable Plan Year).
For Plan Years beginning after December 31, 1993, Compensation shall
exclude amounts in excess of $150,000 per year (or such higher amount
as may be permitted under Code Sec. 401(a)(17) for the applicable Plan Year).
(18) "Contributions" shall mean, individually or collectively, the
Pre-Tax, After-Tax, Matching, Supplemental Company, Rollover and Transfer
Contributions permitted under the Plan.
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(19) "Controlling Company" shall mean Coca-Cola Enterprises Inc., a
Delaware corporation with its principal office in Atlanta, Georgia, and its
successors which adopt the Plan.
(20) "Covered Employee" shall mean an Employee who is classified as
"full-time permanent" and is not:
(a) A "leased employee" within the meaning of Code Sec. 414(n);
(b) A member of a collective bargaining unit; except that, if
(i) on the effective date as of which a Participating
Company becomes a Participating Company, the Participating
Company is a party to a collective bargaining agreement with
a collective bargaining unit, (ii) the terms of such
collective bargaining agreement require that some or all of
the members of such unit who are or become employed by such
Participating Company be eligible for participation in a
qualified retirement plan maintained by such Participating
Company, and (iii) the Plan is a successor plan to such
qualified retirement plan maintained by such Participating
Company (so that it replaces such qualified retirement plan
as the plan for providing benefits to the collective
bargaining unit employees), then the collective bargaining
unit employees who are, or in the future could have become,
eligible for the predecessor qualified retirement plan
pursuant to the terms of the collective bargaining agreement
(or any successor agreement) shall be Covered Employees; or
(c) Any person who is a nonresident alien and who receives no
earned income (within the meaning of Section 911(d)(2) of
the Code) from the Employer which constitutes income from
sources within the United States (within the meaning of
Section 861(a)(3) of the Code).
(21) "Disability" shall mean the complete inability of a Participant
to perform the material duties of any gainful occupation or employment for
wage or profit as a result of bodily injury or disease, either occupational
or non-occupational in cause. In lieu of medical evidence, the
Administrative Committee may accept as proof of the Participant's
disability proof of eligibility for disability benefits under the Federal
Social Security Act as now enacted or as it shall hereafter be amended.
Disability shall be deemed to have occurred on the date the Participant
became disabled, provided such Participant delivers satisfactory proof of
such disability within a reasonable period of time as prescribed by the
Administrative Committee.
(22) "Effective Date" shall mean July 1, 1992, the effective date of
this amendment and restatement of the Plan. The effective date of the Plan
was January 1, 1988.
(23) "Employee" shall mean a person who is a common law employee of a
Participating Company. The term Employee shall, however, include leased
employees within the meaning of Section 414(n)(2) of the Code.
Notwithstanding the foregoing, if such leased employees constitute less
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than 20% of the Employer's "non-highly compensated work force" within the
meaning of Section 414(n)(5)(c)(ii) of the Code, the term "Employee" shall
not include those leased employees covered by a plan described in Section
414(n)(5) of the Code.
(24) "Entry Date" shall mean the first day of a pay period. With
respect to the Employees of any company which becomes a Participating
Company, Entry Date shall mean the effective date of such company's
participation in the Plan, as determined by the Administrative Committee in
accordance with Article IX.D.
(25) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
(26) "50/50 Fund" shall mean a subfund of the Trust Fund established
pursuant to Article V.A.1 and intended to invest primarily in Coca-Cola
Stock and Company Stock such that fifty cents of each dollar contributed to
such subfund shall be used to purchase each type of shares.
(27) "Gross Compensation" shall mean, for any Plan Year with respect
to an employee of an Affiliate, such employee's Net Compensation received
from Affiliates for such Plan Year plus all Pre-Tax Contributions made to
this Plan and all other salary reduction contributions made to a Code
Sec. 401(k) or Code Sec. 125 plan of an Affiliate on behalf of such employee
for such Plan Year. For Plan Years beginning after December 31, 1988, Gross
Compensation shall exclude amounts in excess of $200,000 per year (or such
higher amount as may be permitted under Code Sec. 401(a)(17) for such Plan
Year). For Plan Years beginning after December 31, 1993, Gross
Compensation shall exclude amounts in excess of $150,000 per year (or such
higher amount as may be permitted under Code Sec. 401(a)(17) for such Plan
Year). In determining the Gross Compensation of a Participant for purposes
of the Section 401(a)(17) limitation, the rules of Section 414(q)(6) of the
Code shall apply whereby the family unit of an Employee who is a five
percent owner or is both a Highly Compensation Employee and one of the 10
most Highly Compensated Employees will be treated as a single Employee with
one Gross Compensation, and the 401(a)(17) limitation shall be allocated
among the members of the family unit in proportion to each such Member's
Gross Compensation. For purposes of this definition, a "family unit" is an
Employee who is a five percent owner or one of the 10 most Highly
Compensated Employees, the Employee's spouse, and the Employee's lineal
descendants who have not reached age 19 before the close of the Plan Year.
(28) "Highly Compensated Participant" shall mean any Covered Employee
who is described in paragraph (a) or paragraph (b) below:
(a) At any time during the preceding Plan Year, the Covered
Employee:
(i) was a 5% owner of an Affiliate;
(ii) received Gross Compensation from Affiliates in excess
of $75,000 (or such higher amount permitted under
Sec. 414(q) of the Code);
(iii) received Gross Compensation from Affiliates in
excess of $50,000 (or such higher amount permitted
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under Sec. 414(q) of the Code) and was in the "Top
Paid Group" as defined below; or
(iv) was an officer of an Affiliate whose Gross
Compensation was greater than 50% of the maximum
annual benefit amount in effect under Code
Sec. 415(b)(1)(A) for such Plan Year. For purposes
of this subparagraph, no more than fifty employees
(or, if less, the greater of three or ten percent
of the employees) shall be treated as officers.
If no officer received Gross Compensation in
excess of 50% of the annual benefit limit, the
highest paid officer shall be considered to
satisfy this criterion.
(b) At any time during the current Plan Year, the Covered
Employee:
(i) was a 5% owner of an Affiliate; or
(ii) is described in (a)(ii), (a)(iii), or (a)(iv) above and
was among the group of one hundred employees receiving
the greatest amount of Gross Compensation from
Affiliates.
(c) A former Employee is also considered a Highly Compensated
Participant if the former Employee was a Highly Compensated
Participant at the time of termination or any time after age
55.
(d) The "Top Paid Group" consists of the top 20% of employees
when ranked on the basis of Gross Compensation received from
Affiliates during the Plan Year. To determine the number of
Employees to include in the Top Paid Group, the following
employees are excluded:
(i) Those with less than six months of service;
(ii) Those who work less than 17-1/2 hours per week;
(iii) Those who normally work less than six months per
year;
(iv) Those who are covered by a collectively bargained
agreement;
(v) Those under age 21; and
(vi) Those who are non-resident aliens without U. S.
compensation.
(29) "Hour(s) of Service" shall mean:
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(a) Each hour for which an Employee is directly or indirectly
paid or entitled to payment by an Affiliate for the
performance of duties. These hours shall be credited to the
Employee for the Plan Year or Years in which the duties are
performed; and
(b) Each hour (up to a maximum of 501 hours in a Plan Year) for
which the Employee is directly or indirectly paid or
entitled to payment by an Affiliate for reasons (such as
vacation, sickness or disability) other than for the
performance of duties. These hours shall be credited to the
Employee for the Plan Year or Years in which payment is made
or amounts payable to the Employee become due; and
(c) Each hour for which back pay, irrespective of mitigation of
damage, has been either awarded or agreed to by an
Affiliate. These hours shall be credited to the Employee
for the Plan Year or Years to which the award or agreement
pertains rather than the Plan Year in which the award,
agreement or payment was made.
(d) With respect to paragraphs (b) and (c) above, no credit
shall be given:
(i) On account of payments made or due under a plan
maintained solely for the purpose of complying with
applicable workers' compensation, unemployment
compensation or disability insurance laws; or
(ii) For payments which solely reimburse an Employee for
medical or medically related expenses incurred by the
Employee.
(e) The rules concerning Hours of Service contained in
paragraphs (b) and (c) of Regulation 2530.200b-2 issued by
the Department of Labor are incorporated into the Plan by
reference and shall be applied in a uniform and
nondiscriminatory manner.
(30) "Investment Fund" shall mean the Coca-Cola Stock Fund, the
Company Stock Fund, the 50/50 Fund and any other subfund of the Trust Fund
established from time to time pursuant to Article V.A.1.
(31) "Johnston Plan" shall mean the Johnston Coca-Cola Bottling Group,
Inc. Matched Employee Savings and Investment Plan.
(32) "Limitation Year" shall mean the 12-month period ending on each
December 31, which shall be the "limitation year" for purposes of Code
Sec. 415 and the regulations promulgated thereunder.
(33) "Loan Account" shall mean an account established in accordance
with the provisions of Article VI.B.
(34) "Matching Contribution Account" shall mean the subaccount
established under Article IV.A to which are credited a Participant's
allocations of Matching Contributions made under Article IV.B.2.b, as
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adjusted by such amounts properly credited or debited to it under Article
V.B.
(35) "Matching Contributions" shall mean the amounts paid by each
Participating Company to the Trust Fund as a match to Participants' Pre-Tax
Contributions, all pursuant to the terms of Article IV.B.2.b.
(36) "Net Compensation" shall mean, with respect to a Participant for
a specified period, such Participant's wages, salaries, fees for
professional services and other amounts received for personal services
actually rendered in the course of employment with a Participating Company
to the extent that the amounts are includable in gross income (including,
but not limited to, commissions paid to salesmen, compensation for services
paid on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or other
expense allowances under a nonaccountable plan); provided, the term
"Compensation" shall not include amounts described in subsections (a), (b),
(c), or (d) as follows:
(a) Contributions made by a Participating Company to a plan of
deferred compensation to the extent that, before the
application of the Code Sec. 415 limitations to that plan, the
contributions are not includable in the gross income of the
Participant for the taxable year in which contributed. In
addition, Participating Company contributions made on behalf
of a Participant to a simplified employee pension plan
described in Code Sec. 408(k) are not considered as Net
Compensation for the taxable year in which contributed.
Additionally, any distributions from a plan of deferred
compensation are not considered as Net Compensation,
regardless of whether such amounts are includable in the
gross income of the Participant when distributed.
(b) Amounts realized pursuant to Code Sec. 83 and the regulations
thereunder from the exercise of a nonqualified stock option
or when restricted stock (or property) held by a Participant
either becomes freely transferable or is no longer subject
to a substantial risk of forfeiture.
(c) Amounts realized from the sale, exchange or other
disposition of stock are required under a qualified stock
option.
(d) Other amounts which receive special tax benefits, such as
premiums for group term life insurance (but only to the
extent that the premiums are not includable in the gross
income of a Participant), or contributions made by a
Participating Company (whether or not under a salary
reduction agreement towards the purchase of an annuity
contract described in Code Sec. 403(b) (whether or not the
contributions are excludable from the gross income of the
Participant).
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For Plan Years beginning after December 31, 1988, Net Compensation shall
exclude amounts in excess of $200,000 per year (or such higher amount as
may be permitted under Code Sec. 401(a)(17) for the applicable Plan Year).
For Plan Years beginning after December 31, 1993, Net Compensation shall
exclude amounts in excess of $150,000 per year (or such higher amount as
may be permitted under Code Sec. 401(a)(17) for the applicable Plan Year).
(37) "Normal Retirement Age" shall mean age 65.
(38) "Participant" shall mean any person who has been admitted to, and
has not been removed from, participation in the Plan pursuant to the
provisions of Article II. "Participant" shall include Active Participants
and former Employees who have an Account under the Plan.
(39) "Participating Company" shall mean all companies which have
adopted or hereafter may adopt the Plan for the benefit of their employees
and which continue to participate in the Plan, all as provided in Article
IX.D.
(40) "Plan" shall mean the Coca-Cola Enterprises Inc. Matched Employee
Savings and Investment Plan (formerly Coca-Cola Enterprises Inc. Savings
Investment Plan), as amended and restated herein, together with any and all
amendments or supplements thereto.
(41) "Plan Year" shall mean the twelve-month period from January 1 to
the following December 31.
(42) "Pre-Tax Contribution Account" shall mean the subaccount
established under Article IV.A to which are credited a Participant's
allocations of Pre-Tax Contributions made under Article IV.B.1 and Article
IV.B.2.a, as adjusted by such amounts properly credited or debited to it
under Article V.B.
(43) "Pre-Tax Contributions" shall mean the amounts paid by each
Participating Company to the Trust Fund at the election of Participants,
pursuant to the terms of Article IV.B.1 and Article IV.B.2.a.
(44) "Prior Plan Statements" shall mean the documents entitled
"Coca-Cola Enterprises Inc. Savings Investment Plan," "Johnston Coca-Cola
Bottling Group, Inc. Matched Employee Savings and Investment Plan,"
"Johnson City Coca-Cola Bottling Company Profit Sharing Plan," and "Roddy
Coca-Cola Bottling Company Inc. 401(k) Plan," pursuant to which the Plan,
the Johnston Plan, the Johnson City Plan, and the Roddy Plan, respectively,
were established and administered until July 1, 1992, or with regard to the
Johnson City Plan and the Roddy Plan, until September 1, 1993.
(45) "Rollover Account" shall mean the subaccount established under
Article IV.A to which are credited an Employee's Rollover Contributions
made under Article IV.E., as adjusted by such amounts properly credited or
debited to it under Article V.B.
(46) "Rollover Contributions" shall mean the amounts paid to the Trust
Fund by Employees pursuant to the terms of Article IV.E.1. An amount shall
be treated as a Rollover Contribution if and only if such amount
constitutes:
(a) The balance to the credit of an Employee in a qualified
employees' trust or annuity plan paid to the Employee in one
or more distributions which qualify for treatment as a
rollover amount under Sec. 402(a)(5) of the Code, or
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(b) The entire amount (including money and any other property)
in an Individual Retirement Account or Individual Retirement
Annuity (as defined in Sec. 408 of the Code) maintained for the
benefit of the Employee making the Rollover Contribution,
which amount has been distributed from such Individual
Retirement Account or Individual Retirement Annuity. Such
amount shall constitute a Rollover Contribution only if the
amount in such Individual Retirement Account or Individual
Retirement Annuity is solely attributable to a rollover from
either a trust described in Sec. 401(a) of the Code or an
annuity plan described in Sec. 403(a) of the Code, plus the
earnings thereon.
(c) The term Rollover Contribution does not include any amount
which is attributable to a distribution from a trust or
annuity plan if the recipient of the distribution was an
employee within the meaning of Sec. 401(c)(1) of the Code at
the time contributions to such trust or annuity plan were made
on the recipient's behalf, nor does it include any amount
which would cause the Plan to be considered a "transferee
plan" within the meaning of Code Sec. 401(a)(11).
(47) "Supplemental Company Contribution Account" shall mean the
subaccount established under Article IV.A to which are credited a
Participant's allocations of Supplemental Company Contributions made under
Article IV.B.2.c, as adjusted by such amounts properly credited or debited
to it under Article V.B.
(48) "Supplemental Company Contributions" shall mean the amounts paid
to the Trust Fund by each Participating Company pursuant to the terms of
Article IV.B.2.c.
(49) "The Coca-Cola Company" means The Coca-Cola Company, a Delaware
corporation with its principal office in Atlanta, Georgia.
(50) "Thrift Plan" shall mean The Coca-Cola Company Thrift Plan.
(51) "Transfer Contributions" shall mean amounts which are received
either (i) by a direct trustee-to-trustee transfer or (ii) as part of a
spin-off, merger or other similar event by the Trustee from the trustee or
custodian of another qualified retirement plan and held in the Trust Fund
on behalf of a Participant pursuant to the terms of Article IV.E.2.
(52) "Trust Agreement" shall mean the agreement as amended,
substituted or replaced from time to time, entered into between the
Controlling Company and the Trustee, under which contributions shall be
received, held, invested and disbursed for the purposes of the Plan.
(53) "Trustee(s)" shall mean the person(s) or corporation(s) accepting
the appointment of Trustee(s) under the Trust Agreement and acting as such,
including any successor Trustee or Trustees.
(54) "Trust Fund" shall mean all assets of every kind and nature, both
principal and income, held and administered by the Trustee in accordance
with the terms of the Trust Agreement.
(55) "Valuation Date" shall mean any date upon which a valuation of
the Trust Fund is to be made. Such valuation shall be made as of the last
day of each calendar month and such other times as the Controlling Company
may determine.
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(56) "Year of Service" shall mean a twelve-consecutive-month period
beginning with an Employee's date of employment with an Affiliate. All
Years of Service shall be aggregated regardless of any Breaks in Service.
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ARTICLE III
COVERAGE
A. PARTICIPATION
1. Each Covered Employee who was a Participant in this Plan or a
participant in the Johnston Plan on June 30, 1992 shall be a Participant in
the Plan on and after July 1, 1992. Each Covered Employee who was a
participant in the Johnson City Plan or the Roddy Plan on August 31, 1993
shall be a Participant in this Plan on and after September 1, 1993.
2. Each other Covered Employee shall become a Participant on the
date of his employment as a Covered Employee, at which time the Participant
may elect, in accordance with uniform and nondiscriminatory procedures
adopted by the Administrative Committee, to begin Pre-Tax Contributions and
After-Tax Contributions (subject to the limitations of Articles IV.B and
IV.C) as of the next Entry Date.
3. If a Participant does not elect to begin Pre-Tax Contributions or
After-Tax Contributions when first eligible to do so, the Participant may
make such an election in accordance with Article IV.D.
B. TERMINATION AND REEMPLOYMENT
A Participant who is reemployed either before incurring or following a
Break in Service shall again become a Participant on the date of his
reemployment as a Covered Employee, at which time the Participant may elect
to begin Pre-Tax Contributions and After-Tax Contributions as provided in
Article III.A.
C. CHANGE IN EMPLOYMENT STATUS
1. In the event a Participant's regular work schedule or employment
status changes so that the Participant is no longer a Covered Employee,
such Participant shall no longer be eligible to make Pre-Tax Contributions
or After-Contributions as of the date of such change. However, such
Participant's Account shall remain under this Plan until there is a
severance of the employment relationship with all Affiliates, except as
provided in Article III.C.4.
2. In the event an Employee who was not a Covered Employee has a
change in work schedule or employment status such that the Employee becomes
a Covered Employee, such Covered Employee shall immediately become a
Participant in the Plan and may elect to begin Pre-Tax Contributions and
After-Tax Contributions as provided in Article III.A.
3. In the event an Employee transfers from union employee status to
an employment status which qualifies such Employee as a Covered Employee,
or transfers from an Affiliate which is not a Participating Company to a
Participating Company, and such Covered Employee had an account balance
under any other defined contribution plan sponsored by an Affiliate which
is qualified under Sec. 401(a) of the Code, such Employee may elect to have
such account balance transferred directly to this Plan, provided the
account is 100% Vested and provided such transfer would not cause this Plan
to become a "transferee plan" within the meaning of Code Sec. 401(a)(11).
4. In the event a Participant transfers to union employee status, or to
an Affiliate which is not a Participating Company, and such Participant
becomes eligible for participation under any other defined contribution
plan sponsored by an Affiliate which is qualified under Sec. 401(a) of the
Code, such Participant may elect to have the Participant's Account under
this Plan transferred to such other plan, provided the Account is 100%
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Vested. If the Participant has an After-Tax Contribution Account under
this Plan and there is no corresponding account under the other defined
contribution plan, the Participant's Account under this Plan may not be
transferred.
5. To the extent any transfer occurs between plans under the rules
set forth above, the amounts transferred to the receiving plan shall be
maintained in accounts with similar characteristics (as regards withdrawals
while employed, loans, and other such characteristics) to the accounts
under the plan from which the amounts were transferred.
6. Any such transfers as described above shall occur at such time as
the Administrative Committee, in its sole discretion, shall determine, but
in no event more than one year after an election shall have been filed.
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ARTICLE IV
ACCOUNTS AND CONTRIBUTIONS
A. ACCOUNTS
1. Each Participant shall have a separate and individual Account
established on such Participant's behalf under this Plan. A Participant's
Account shall be comprised of such Participant's Pre-Tax Contribution
Account, Matching Contribution Account, Supplemental Company Contribution
Account, After-Tax Contribution Account and Rollover Account, as
applicable.
2. Company Contributions, Employee contributions, investment income,
and investment gains and losses shall be determined according to the
provisions of this Article IV and Article V. The separate Account for each
Participant shall be primarily for accounting purposes and shall not
restrict the Trustees in managing and operating the Trust Fund as a single
fund except as specified in Article V.
B. COMPANY CONTRIBUTIONS
1. Pre-Tax Contribution Elections
An Active Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative Committee, a
Compensation reduction in any one percent increment, but in no case in an
amount in excess of the amount permitted according to the table below when
considered together with any After-Tax Contribution election made by the
Active Participant under Article IV.C:
Pre-Tax After-Tax
Contributions Contributions
------------- -------------
0% to 9% 10%
10% 9%
11% 8%
12% 7%
13% 5%
14% 4%
15% 3%
16% 2%
17% 0%
The percentage elected shall be referred to as the "Pre-Tax Contribution"
and shall automatically apply to all Compensation as from time to time
adjusted.
2. Company Contributions and Allocations
a. Pre-Tax Contributions:
(i) Subject to the limitations set forth in Article IV.B.3
and IV.F, each Participating Company shall contribute
to the Trust Fund on behalf of its Covered Employees an
amount equal to Participants' Pre-Tax Contributions as
set forth in Article IV.B.1.
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(ii) A Participant's Pre-Tax Contributions shall be
allocated to such Participant's Pre-Tax Contribution
Account.
(iii) Pre-Tax Contributions shall be paid to the Trust
Fund as soon as administratively possible, but in
no event lather than ninety days, following the
end of the payroll period in which the Participant
would have otherwise received the Compensation
with respect to which such contribution is made.
b. Matching Contributions:
(i) Subject to the limitations set forth in Articles IV.B
and IV.F, each Participating Company shall contribute
to the Trust Fund on behalf of each of its Covered
Employees who is a Participant for whom a Pre-Tax
Contribution is being made pursuant to Article
IV.B.2.a. an amount equal to one-half of such Pre-Tax
Contribution that is not in excess of six percent of
the Participant's Compensation. Such contributions
shall be referred to as "Matching Contributions."
(ii) To the extent no Pre-Tax Contribution is being made at
a particular time, no Matching Contribution shall be
made for the corresponding period.
(iii) A Participant's Matching Contributions shall be
allocated to such Participant's Matching
Contribution Account.
(iv) Matching Contributions shall be paid to the Trust Fund
at the same time as the Pre-Tax Contributions to be
matched are paid as set forth in Article IV.B.2.a.
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c. Supplemental Company Contributions
(i) To the extent and in such amounts as the Administrative
Committee, in its sole discretion, deems desirable or
helpful as a method to help satisfy the
nondiscrimination tests described in Article IV.F.4 for
any Plan Year and subject to the requirements and
limitations set forth in Article IV.F.4, each
Participating Company shall make a Supplemental Company
Contribution for such Plan Year.
(ii) A Participating Company's Supplemental Company
Contribution for a Plan Year shall be allocated as of
the last day of such Plan Year to the Supplemental
Company Contribution Accounts of those Active
Participants who are Covered Employees of such
Participating Company as of such day and who are not
Highly Compensated Participants for such Plan Year in
such a manner that each such Active Participant
receives the same dollar amount of allocation.
(iii) Supplemental Company Contributions shall be made
to the Trust Fund on or before the last day for
filing the Participating Company's federal income
tax return for the tax year to which such
contributions relate, including any extensions of
time granted for such filing.
3. Adjustment of Contributions
Notwithstanding the preceding provisions of this section, to the
extent deemed necessary by the Administrative Committee in order to
maintain the tax-qualified status of the Plan under the rules set forth in
Sec. 401(k) and Sec. 401(m) of the Code, the amount of Company Contributions
made to the Trust Fund by a Participating Company and allocated to a
Participant's Account may be reduced as set forth in Article IV.F.4.
4. Participating Company to Certify Contributions
Each Participating Company shall certify to the Trustees the
amount of its contributions to the Trust Fund, and such Participating
Company's certificate shall be conclusive. In the event that a
Participating Company is unable to determine the correct amount of its
contribution within the time required for payment under the provisions of
the Code or the applicable regulations and rulings, then it shall pay an
estimated amount. Any deficiency shall be paid as soon as determined.
5. Contributions Irrevocable
Company Contributions made by a Participating Company to the
Trust Fund shall be irrevocable except to the extent permitted by ERISA or
the Code for reasons of mistake of fact, disallowance of all or part of a
contribution as a deduction under the Code, or correction of the amount of
contribution to avoid excise tax under the Code. All Company Contributions
to the Trust Fund are made expressly conditional upon their deductibility
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for federal income tax purposes. The return of Company Contributions due
to mistake of fact shall be within one year of the original contribution
deposit. The return of Company Contributions due to disallowance as a
deduction shall occur within one year of the disallowance. The return of
Company Contributions due to correction to avoid excise tax shall occur
within one year of the notice of such tax. All contributions to and assets
of the Trust Fund shall be for the exclusive benefit of the Participants
and their Beneficiaries; provided, however, assets of the Trust Fund may be
used to defray reasonable expenses of administering the Plan and Trust if
not paid by the Participating Companies.
6. Form of Contributions
All Company Contributions may be paid to the Trustee in the form
of cash or Company Stock or a combination thereof, as the Controlling
Company or Administrative Committee may determine from time to time.
C. AFTER-TAX CONTRIBUTIONS
1. An Active Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative Committee, to
make After-Tax Contributions to the Trust Fund in any one percent
increment, but in no case in an amount in excess of the amount permitted
according to the table below when considered together with any Pre-Tax
Contribution election made by the Participant under Article IV.B.1 and in
no case in an amount which would exceed the limits set forth in Article
IV.F:
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Pre-Tax After-Tax
Contributions Contributions
------------- -------------
0% to 9% 10%
10% 9%
11% 8%
12% 7%
13% 5%
14% 4%
15% 3%
16% 2%
17% 0%
The percentage elected shall automatically apply to all Compensation as
from time to time adjusted.
2. A Participant's After-Tax Contributions shall be allocated to
such Participant's After-Tax Contribution Account.
3. Any After-Tax Contribution so elected shall be withheld from the
Participant's Compensation each payroll period. After-Tax Contributions
shall be paid to the Trust Fund as soon as administratively possible, but
in no event later than ninety days, following the end of the payroll
period in which they were withheld.
D. CHANGES IN CONTRIBUTIONS
1. A Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative Committee, to
change the rate of Pre-Tax Contributions (as described in Article IV.B) or
After-Tax Contributions (as described in Article IV.C). Changes shall be
allowed as of the first day of any calendar month following receipt by the
human resources administrator of the Participant's election notice,
provided that the election is made on or before the fifteenth day of the
previous calendar month.
2. A Participant may elect, in accordance with uniform and
nondiscriminatory procedures adopted by the Administrative Committee, to
suspend all Pre-Tax Contributions or After-Tax Contributions at any time.
The suspension shall be effective on the first day of the payroll period
following receipt by the human resources administrator of the Participant's
election notice.
3. A Participant who suspends all Pre-Tax Contributions or After-Tax
Contributions may elect, in accordance with uniform and nondiscriminatory
procedures adopted by the Administrative Committee, to begin them again,
effective as of the first day of any calendar month, provided that the
Participant's election is made on or before the fifteenth day of the
previous calendar month.
E. ROLLOVERS AND TRANSFERS BETWEEN PLANS
1. Rollover Contributions.
a. An Employee may make a written request to the Administrative
Committee that he be entitled to contribute, or cause to be
contributed, to the Trust Fund as a Rollover Contribution
property which is received by such Employee or to which such
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Employee is entitled. Such written request shall contain
information concerning the type of property constituting the
proposed Rollover Contribution and a statement, satisfactory
to the Administrative Committee, that the property
constitutes a Rollover Contribution.
b. Subject to the terms of the Plan and the Code (including
regulations and rulings promulgated thereunder), the
Administrative Committee, in its sole discretion, may permit
such a Rollover contribution to be accepted by the Trustee
and deposited into the Trust Fund within sixty days of the
date such amount became available to the Employee. Unless
the Administrative Committee permits otherwise, all Rollover
Contributions shall be made in cash.
c. A Rollover Account shall be established under the Plan for
an Employee making a Rollover Contribution, and the Rollover
Contribution shall be allocated to such Rollover Account.
2. Transfer Contributions.
a. Direct Transfers Permitted. The Administrative Committee,
in its sole discretion, shall permit direct trustee-to-
trustee transfers of assets and liabilities to the Plan as a
Transfer Contribution on behalf of a Participant. However,
in no event shall an amount be accepted as a Transfer
Contribution on behalf of a Participant if such amount would
cause the Plan to be considered a "transferee plan" within
the meaning of Code Sec. 401(a)(11).
b. Mergers and Spin-offs Permitted. The Administrative
Committee, in its sole discretion, shall permit other
qualified retirement plans to transfer assets and
liabilities to the Plan as part of merger, spin-off or
similar transactions. Any such transfer shall be made in
accordance with the terms of the Code and subject to such
rules and requirements as the Administrative Committee may
deem appropriate. The special terms or conditions
pertaining to the spin-off from the Thrift Plan and the
merger of the Johnston Plan are set forth in Articles IV.E.3
and IV.E.4, respectively. Notwithstanding anything herein
to the contrary, in no event shall such a transfer be
accepted if the transferring plan is subject to the
requirement of providing a qualified joint and survivor
annuity under Code Sec. 401(a)(11).
3. Spin-off from The Coca-Cola Company Thrift Plan.
a. Spin-off and Transfer. Certain of the Participating
Companies participated in the Thrift Plan, and,
correspondingly, certain of the Participants had accounts
under that plan. Effective December 31, 1988, the assets
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and liabilities under the Thrift Plan attributable to
Participants were spun-off and, except for accounts
maintained with respect to contributions made under the tax
credit employee stock ownership portion of the Thrift Plan,
transferred to the Plan and Trust Fund.
b. Transfer Accounts. Separate transfer accounts and
subaccounts were established hereunder to account for the
amounts received from the respective subaccounts of
Participants under the Thrift Plan. Effective July 1, 1992,
each such transfer subaccount of such a Participant shall be
combined with his Pre-Tax Contribution Account, Matching
Contribution Account, Supplemental Company Contribution
Account, or After-Tax Contribution Account, as appropriate,
and all transfer accounts shall cease to exist.
c. Investments in Coca-Cola Stock. The Coca-Cola Stock Fund
was established hereunder to receive and hold the shares of
Coca-Cola Stock transferred to Participants' Accounts from
the Thrift Plan, unless and until a Participant elected or
elects otherwise. No investment transfers by Participants
were or shall be allowed into the Coca-Cola Stock Fund.
Effective July 1, 1992, the Coca-Cola Stock Fund shall be
merged with the investment fund of like kind under the
Johnston Plan.
4. Merger of Johnston Coca-Cola Bottling Group, Inc. Matched
Employee Savings and Investment Plan
a. Merger and Transfer. Certain of the Participating Companies
participated in the Johnston Plan, and, correspondingly,
certain of the Participants have accounts under that plan.
Effective July 1, 1992, the Johnston Plan shall be merged
with this Plan, and the assets and liabilities under the
Johnston Plan shall be transferred to the Plan and Trust
Fund.
b. Investment Elections. Each Covered Employee who was a
participant in the Johnston Plan on June 30, 1992 shall be
permitted to elect, in accordance with and subject to the
limitations of Article V.A.3, the percentage of his Account
which shall be invested in each Investment Fund as of July
1, 1992.
c. Investments in Coca-Cola Stock. Effective July 1, 1992, the
investment fund under the Johnston Plan holding Coca-Cola
Stock shall be merged into the Coca-Cola Stock Fund.
5. Merger of Johnson City Coca-Cola Bottling Company Profit Sharing
Plan
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a. Merger and Transfer. Certain of the Participating Companies
participated in the Johnson City Plan, and, correspondingly,
certain of the Participants have accounts under that plan.
Effective September 1, 1993, the Johnson City Plan shall be
merged with this Plan, and the assets and liabilities under
the Johnson City Plan shall be transferred to the Plan and
Trust Fund.
b. Investment Elections. Each Covered Employee who was a
participant in the Johnson City Plan on August 31, 1993
shall be permitted to elect, in accordance with and subject
to the limitations of Article V.A.3, the percentage of his
Account which shall be invested in each Investment Fund as
of September 1, 1993.
6. Merger of Roddy Coca-Cola Bottling Company, Inc. 401(k) Plan
a. Merger and Transfer. Certain of the Participating Companies
participated in the Roddy Plan, and, correspondingly,
certain of the Participants have accounts under that plan.
Effective September 1, 1993, the Roddy Plan shall be merged
with this Plan, and the assets and liabilities under the
Roddy Plan shall be transferred to the Plan and Trust Fund.
b. Investment Elections. Each Covered Employee who was a
participant in the Roddy Plan on August 31, 1993 shall be
permitted to elect, in accordance with and subject to the
limitations of Article V.A.3, the percentage of his Account
which shall be invested in each Investment Fund as of
September 1, 1993.
7. Spin-offs to Other Plans
The Administrative Committee, in its sole discretion, may cause the
Plan to transfer to another qualified retirement plan (as part of a spin-
off or similar transaction) assets and liabilities maintained under the
Plan. Any such transfer shall be made in accordance with the terms of the
Code and subject to such rules and requirements as the Administrative
Committee may deem appropriate. Upon the effectiveness of any such
transfer, the Plan and Trust shall have no further responsibility or
liability with respect to the transferred assets and liabilities.
F. LIMITATIONS
1. Limitation of Pre-Tax Contributions
Notwithstanding any other provisions of this Plan to the
contrary, the total Pre-Tax Contributions made by a Participant to this
Plan and any other plan required to be aggregated under Sec. 402(g) of the Code
in which the Participant participated during the Participant's taxable year
may not exceed $7,000 (or such higher amount as may be established under
Sec. 402(g) of the Code) for such taxable year. In the event this limit is
exceeded with respect to any Participant, the Participant must notify by
March 1 following the close of the Participant's taxable year, either the
Participating Company or the employer sponsoring any other affected plan
(at the Participant's discretion), of the Excess Deferrals. "Excess
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Deferrals" are the Participant's Pre-Tax Contributions to this Plan and any
other affected plan in excess of the dollar limitation set forth under
Sec. 402(g) of the Code for such taxable year. The excess amount shall be
eliminated by returning to such Participant to the extent necessary, such
Participant's Pre-Tax Contributions with investment gains attributable to
such excess no later than the April 15 following the close of such taxable
year. If any refunds have been made to reduce a Participant's deferral
percentage under Article IV.F.4, the amount to be returned to the
Participant under this Article IV.F.1 shall be reduced by the amount
previously distributed under Article IV.F.4.
2. Limitation of Annual Additions
a. Notwithstanding any other provision of this Plan to the
contrary, the Annual Addition to a Participant's Account
(exclusive of Rollover Amounts under Article IV.E) for any
Limitation Year shall not exceed the lesser of 25% of the
Participant's Net Compensation or $30,000 (or such higher
amount for the Limitation Year as may be established by
regulations under Sec. 415 of the Code).
b. "Annual Addition" shall mean for any Participant the sum for
the Limitation Year to which the allocation pertains
(whether or not actually contributed in such year) of:
(i) Contributions made by an Affiliate on behalf of the
Participant to this Plan and to any other defined
contribution plan maintained by an Affiliate;
(ii) Forfeitures allocated to the Participant under any
defined contribution plan maintained by an Affiliate;
(iii) A Participant's contributions (other than Rollover
Contributions) to any plan maintained by an
Affiliate; or
(iv) Amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Sec. 415(l)(1) of
the Code, which is part of a defined benefit plan
maintained by an Affiliate, and amounts derived from
contributions paid or accrued after December 31, 1985,
in taxable years ending after such date, which are
attributable to post-retirement medical benefits
allocated to the separate account of a Key Employee
prior to separation from service, as defined in
Sec. 419A(d)(3), under a welfare benefit fund, as defined
in Sec. 419(e), maintained by an Affiliate.
c. In the event that (as a result of a reasonable error in
estimating a Participant's Net Compensation or other limited
facts and circumstances which the Internal Revenue Service
finds to be applicable) an amount would otherwise be
allocated which would result in the Annual Addition
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limitation being exceeded with respect to any Participant,
the excess amount shall be eliminated by returning to such
Participant, to the extent necessary, first such
Participant's After-Tax Contributions, followed by such
Participant's Pre-Tax Contributions not subject to match,
and then such Participant's Pre-Tax Contribution that is
subject to match with investment gains attributable to such
contributions.
3. Aggregation of Benefits from Defined Benefit and Defined
Contribution Plans
a. After a Participant's benefits have been adjusted (if
necessary) to comply with Article IV.F.2, then the following
sum shall be computed in accordance with the rules under
Code Sec. 415(e):
(i) The Participant's projected annual benefit under all
defined benefit plans maintained by Affiliates divided
by the lesser of (A) 1.25 multiplied by the dollar
limitation in effect under Code Sec. 415(b)(1)(A) for such
year and (B) 1.4 multiplied by the dollar limitation in
effect under Code Sec. 415(b)(1)(B) for such year, plus
(ii) The sum of the Annual Additions to the Participant's
accounts under all defined contribution plans
maintained by Affiliates divided by the sum of the
lesser of the following amounts determined for such
Limitation Year and each prior Year of Service; (A)
1.25 multiplied by the dollar limitation in effect
under Code Sec. 415(c)(1)(A) for such year, and (B) 1.40
multiplied by the maximum addition in effect under Code
Sec. 415(c)(1)(B) for such year.
If the sum exceeds 1.0, the Participant's benefits under the
Group's defined benefit program(s) shall be reduced until
the sum does not exceed 1.0.
b. Notwithstanding the above, where this Plan and a defined
benefit plan of the Participating Company which were in
existence on May 6, 1986 are aggregated for purposes of Code
Sec. 415 (e), an adjustment to the sum of the Annual Additions
to the Participant's Account shall be made in the case where
both plans satisfied the requirements of Sec. 415 for the last
limitation year beginning before January 1, 1987, but the
sum described in Article IV.F.3.a exceeded 1.0, such sum
calculated as of the day immediately preceding the first
limitation year beginning after 1986. Such adjustment shall
be a reduction in the numerator of the fraction described in
Article IV.F.3.a to the extent necessary to reduce the sum
to 1.0, such sum calculated as of the day immediately
preceding the first limitation year beginning after 1986.
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4. Limitations Due to Code Sec. 401(k) and Sec. 401(m)
Contributions to a Participant's Pre-Tax Contribution Account,
Matching Contribution Account, After-Tax Contribution Account, and, to the
extent designated by the Administrative Committee, Supplemental Company
Contribution Account shall be subjected to the tests described below. If
necessary to satisfy Sec. 401(k) and Sec. 401(m) of the Code, the excess the
Pre-Tax Contributions and/or the excess Matching Contributions and/or the
excess After-Tax Contributions of a Highly Compensated Participant shall be
adjusted as described below:
a. (i) Each Plan Year a "deferral percentage" shall be
calculated for each Participant. The deferral
percentage is calculated by dividing the amount of
Pre-Tax Contributions plus, to the extent designated
by the Administrative Committee, the amount of
Supplemental Company Contributions allocated to the
Participant's Account for such Plan Year by the
Participant's Gross Compensation for the Plan Year.
(ii) Each Plan Year a "contribution percentage" shall be
calculated for each Participant. The contribution
percentage is calculated by dividing the amount of
Matching Contributions plus the amount of After-Tax
Contributions plus, to the extent designated by the
Administrative Committee, the amount of Supplemental
Company Contributions allocated to the Participant's
Account for such Plan Year by the Participant's Gross
Compensation for the Plan Year.
(iii) If an Employee is a family member of either a 5%
owner or one of the top 10 (when ranked by Gross
Compensation paid by Affiliates) Highly Compensated
Participants, then the Highly Compensated Participant
family member and the Employee shall be considered
together as one Participant, and the appropriate
deferral percentage or contribution percentage for
the combined Participant shall be equal to the
deferral percentage or contribution percentage
derived by adding together the appropriate
contributions and Gross Compensation of both the
Highly Compensated Participant and the included
family member. A family member, with respect to any
Employee, is such Employee's spouse, lineal
ascendants or descendants, or the spouses of any
lineal ascendants or descendants. For purposes of
determining whether Gross Compensation shall be
limited to $200,000 ($150,000 for Plan Years
beginning after December 31, 1993), family members
shall include only spouses and lineal descendants
under the age of 19 as of the end of the Plan Year.
b. (i) Each Plan Year the average deferral percentage for
Highly Compensated Participants and the average
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deferral percentage for Participants who are not
considered Highly Compensated shall be calculated.
The average deferral percentage in each case is the
average of the deferral percentages calculated under
(a) above for each of the Employees who was a
Participant at any time during the Plan Year in the
particular group.
(ii) In addition, each Plan Year the average contribution
percentage for Highly Compensated Participants and
the average contribution percentage for Participants
who are not considered Highly Compensated shall be
calculated. The average contribution percentage in
each case is the average of the contribution
percentages calculated under (a) above for each of
the Employees who was a Participant at any time
during the Plan Year in the particular group.
c. (i) If the requirements of either subparagraph (A) or (B)
below are satisfied with respect to the average
deferral percentage, then no further action is needed
under this paragraph:
(A) The average deferral percentage for Highly
Compensated Participants is not more than 1.25
times the average deferral percentage for
Participants who are not considered Highly
Compensated Participants.
(B) The excess of the average deferral percentage for
Highly Compensated Participants over the average
deferral percentage for Participants who are not
considered Highly Compensated Participants is not
more than two percentage points, and the average
deferral percentage for Highly Compensated
Participants is not more than 2.0 times the
average deferral percentage for Participants who
are not considered Highly Compensated Participants
.
If the requirements of subparagraphs (A) or (B) above
are not satisfied with respect to the average deferral
percentage, then the appropriate Pre-Tax Contributions
with respect to Highly Compensated Participants shall be
reduced, to the extent necessary to meet the
requirements of subparagraphs (A) or (B), in accordance
with Treasury Reg. Sec. 1.401(k) - 1(f)(2) and
Sec. 1.401(k) - 1(f)(5)(ii).
(ii) An adjustment may be made before the end of the Plan
Year in the rate of Pre-Tax contributions being
deposited for any Highly Compensated Participant.
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The amount of such adjustment shall be determined
solely at the discretion of the Administrative
Committee. An adjustment may be made at any time
without regard to the limitations of Article IV.D.
(iii) Alternatively, the Administrative Committee may cause
the Participating Companies to make, with respect to
such Plan Year, Supplemental Company Contributions on
behalf of, and specifically allocable to, the Active
Participants described in Article IV.B.2.c in the
minimum amount necessary to satisfy the requirements
of either (i)(A) or (i)(B) above.
(iv) Finally, any affected Highly Compensated Participant
who is required to reduce the amount of Pre-Tax
Contributions may elect to have a portion of such
Pre-Tax Contributions recharacterized as After-Tax
Contributions under the Plan. Such recharacterized
amount shall remain in the Participant's Pre-Tax
Contribution Account and shall be subject to all of
the rules and restrictions applicable to such Pre-Tax
Contribution Account. Such recharacterized amount
shall be treated as taxable income to the Participant
with respect to the Plan Year for which such
recharacterization occurs. Upon distribution, such
recharacterized amount shall be considered an After-
Tax Contribution under the Plan. Such
recharacterized amount shall be considered as part of
the Participant's contribution percentage rather than
as part of the Participant's deferral percentage with
respect to the Plan Year for which the
recharacterization occurs.
d. (i) If the requirements of either subparagraph (A) or (B)
below are satisfied with respect to the average
contribution percentage, then no further action is
needed under this paragraph:
(A) The average contribution percentage for Highly
Compensated Participants is not more than 1.25
times the average contribution percentage for
Participants who are not considered Highly
Compensated Participants.
(B) The excess of the average contribution percentage
for Highly Compensated Participants over the
average contribution percentage for Participants
who are not considered Highly Compensated
Participants is not more than two percentage
points, and the average contribution percentage
for Highly Compensated Participants is not more
than 2.0 times the average contribution percentage
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for Participants who are not considered Highly
Compensated Participants.
If the requirements of subparagraphs (A) or (B) above
are not satisfied with respect to the average
contribution percentage, then the appropriate Matching
or After-Tax Contributions with respect to Highly
Compensated Participants shall be reduced to the extent
necessary to meet the requirements of subparagraphs (A)
or (B), in accordance with Treasury Reg. Sec. 1.401(m) -
1(e)(2).
(ii) An adjustment may be made before the end of the Plan
Year in the rate of Matching Contributions and/or
After-Tax Contributions being deposited for any
Highly Compensated Participant. The amount of such
adjustment shall be determined solely at the
discretion of the Administrative Committee. An
adjustment may be made at any time without regard to
the limitations of Article IV.D.
(iii) Alternatively, the Administrative Committee may cause
the Participating Companies to make, with respect to
such Plan Year, Supplemental Company Contributions on
behalf of, and specifically allocable to, the Active
Participants described in Article IV.B.2.c in the
minimum amount necessary to satisfy the requirements
of either (i)(A) or (i)(B) above.
(iv) To the extent the requirements of paragraph (c) above
are satisfied with respect to the average deferral
percentage but not with respect to the average
contribution percentage under this paragraph (d), the
Administrative Committee may, in is discretion,
consider any portion of the average deferral
percentage as a part of the average contribution
percentage provided the requirements of paragraph (c)
are met both before and after such adjustment is
made. This adjustment may be made either before or
after any changes or refunds have been made with
respect to Highly Compensated Participants under this
Article IV.F.4.
e. The test described in this paragraph (e) below is performed
after all adjustments required for (c) and (d) above have
been made. If for any Plan Year, the average deferral
percentage for Highly Compensated Participants exceeds 1.25
times the average deferral percentage for all other
Participants, and the average contribution percentage for
Highly Compensated Participants exceeds 1.25 times the
average contribution percentage for all other Participants,
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then the following "non-Highly Compensated sum" and "Highly
Compensated sum" shall be calculated.
(i) The "non-Highly Compensated sum" is equal to the
greater of:
(A) 1.25 times the greater of the average deferral
percentage or the average contribution
percentage of Participants not considered
Highly Compensated Participants, plus two
times the lesser of such percentages, with a
maximum difference of two percentage points,
or
(B) 1.25 times the lesser of the average deferral
percentage or the average contribution
percentage of Participants not considered
Highly Compensated Participants, plus two
times the greater of such percentages, with a
maximum difference of two percentage points.
(ii) The "Highly Compensated sum" shall be equal to the
sum of the average deferral percentage and the
average contribution percentage of Highly Compensated
Participants.
If the "Highly Compensated sum" exceeds the "non-Highly
Compensated sum" then, at the Administrative Committee's
discretion, either Pre-Tax Contributions, Matching
Contributions, or After-Tax Contributions shall be reduced
until the "Highly Compensated sum" does not exceed the "non-
Highly Compensated sum," in accordance with Treasury Reg.
Sec. 1.401(m) - 2(c).
f. At the discretion of the Administrative Committee, this Plan
may be tested as set forth above, or this Plan may be tested
together with all other similar plans maintained by an
Affiliate, provided before and after such aggregation this
Plan and the other plans otherwise meet the requirements of
Sec. 410(b) of the Code.
g. Notwithstanding the foregoing, to the extent any Highly
Compensated Participant is a Participant in more than one
plan subject to the requirements of this Article IV.F.4
maintained by an Affiliate, all such plans in which the
Highly Compensated Participant is a Participant shall be
treated as a single plan for purposes of the tests described
in this Article IV.F.4.
To the extent any contributions to the Plan are reduced and are required to
be refunded as of the end of a Plan Year, the excess contributions with
investment gains attributable thereto shall be refunded to the Participant
no later than March 15 following the close of the Plan Year in which such
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excess occurred. To the extent any refunds are required to reduce a
Participant's deferral percentage, the amount to be refunded shall be
reduced by the amount of any Excess Deferrals previously refunded under the
provisions of Article IV.F.1.
G. RESTORATION PROCEDURES
In the event that a Participant's Account was improperly excluded in
any year from an allocation of Company Contributions pursuant to Article
IV.B.2, such Participant's Account shall be restored to its correct status
in an amount as follows:
a. First, an amount which is computed on the same basis as was
the allocation of Company Contributions which were properly
allocated to Participants under Article IV.B.2 in each year
for which restoration is necessary, and
b. Second, an amount of Trust Fund income, gain or loss which
is computed on the same basis as was the allocation of Trust
Fund income, gain or loss which was properly allocated to
Participants' Accounts under Article V.B. in each year for
which restoration is necessary.
The Participating Company shall contribute an amount which is necessary to
fully restore each improperly excluded Account. No Company Contributions
shall be allocated pursuant to Article IV.B.2 to the Account of any
Participant until each improperly excluded Account has been fully restored.
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ARTICLE V
INVESTMENT AND ALLOCATIONS
A. INVESTMENT OF ACCOUNTS
1. Establishment of Trust Fund.
All contributions to the Plan are to be paid over to the Trustee
to be held in the Trust Fund and invested in accordance with the terms of
the Plan and the Trust Agreement.
2. Establishment of Investment Funds
At the direction of the Controlling Company, the Trustee shall
divide the Trust Fund into three or more subfunds which shall serve as
vehicles for the investment of the individual accounts. Such subfunds are
referred to hereunder as "Investment Funds" and shall specifically include
a Coca-Cola Stock Fund, a Company Stock Fund, and a 50/50 Fund. Any such
Investment Funds shall be managed either by the Trustee or by an investment
manager or managers appointed by the Controlling Company. The Controlling
Company shall determine with the advice of the Trustee and/or the
investment manager, the general investment characteristics and objectives
of each Investment Fund. The Trustee or investment manager, as the case
may be, shall have complete investment discretion over each Investment Fund
assigned to it, subject only to the general investment characteristics and
objectives established for the particular Investment Fund. The Controlling
Company shall have the power to direct that additional Investment Funds be
established, and under uniform rules, to withdraw or limit participation in
a particular Investment Fund. A segregation of the assets of the Trust
Fund with regard to individual accounts shall be required to the extent of
the investment elections made by Participants under Article V.A.3.
3. Participant Direction of Investments.
Each Participant may direct the manner in which his Pre-Tax,
After-Tax, Rollover and Transfer Contributions and Accounts shall be
invested in and among the Investments Funds; provided, such investment
directions shall be made in accordance with the following terms:
a. Investment of Contributions. Except as otherwise provided
in this Article V.A.3, each Participant may elect, in
accordance with uniform and nondiscriminatory procedures
adopted by the Administrative Committee, the percentage of
his future Pre-Tax, After-Tax, Rollover and Transfer
Contributions that will be invested in each Investment Fund.
An initial election of a Participant shall be made as of the
date the Participant commences or recommences participation
in the Plan (or, if earlier, the date as of which a Rollover
or Transfer contribution shall be made) and shall apply to
all Pre-Tax and After-Tax Contributions attributable to
payroll periods ending after, and to all Rollover and
Transfer Contributions made after, such date. Such
Participant may make subsequent elections as of the first
day of each succeeding calendar month, and such elections
shall apply to all Pre-Tax and After-Tax Contributions
attributable to payroll periods ending after, and to all
Rollover and Transfer Contributions made after, such date.
Any election made pursuant to this subsection with respect
to future contributions shall remain effective until changed
by such Participant.
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b. Investment of Existing Account Balances. Except as
otherwise provided in this Article V.A.3, each Participant
may elect, in accordance with uniform and nondiscriminatory
procedures adopted by the Administrative Committee, the
percentage of his existing Pre-Tax, After-Tax, Rollover and
Transfer Accounts that will be invested in each Investment
Fund. A Participant may make such elections effective as of
each January 1, April 1, July 1 and October 1 following his
Entry Date into the Plan. Each such election shall apply to
such Participant's Account as of the immediately preceding
December 31, March 31, June 30 and September 30,
respectively, and shall remain in effect until changed by
such Participant. In the event a Participant fails to make
a proper election for his existing Accounts pursuant to the
terms of this paragraph b which is separate from his
election made for his contributions pursuant to the terms of
paragraph a hereof, the Participant's existing Pre-Tax,
After-Tax, Rollover and Transfer Accounts will continue to
be invested in the same manner provided for his
contributions in accordance with the terms of paragraph a
hereof.
c. Investment in Coca-Cola Stock Fund. Notwithstanding
anything herein to the contrary, Participants shall not
invest in the Coca-Cola Stock Fund except to the extent
their accounts in the Thrift Plan or the Johnston Plan were
invested in Coca-Cola Stock and such accounts are
transferred to the Plan and Trust in accordance with the
terms of Article IV.E. Any stock dividends paid in the form
of Coca-Cola Stock on stock held in the Coca-Cola Stock Fund
shall be invested in the Coca-Cola Stock Fund. Any cash
dividends paid on Coca-Cola Stock held in the Coca-Cola
Stock Fund shall be invested in additional Coca-Cola Stock.
At such times as are permitted for making investment
elections generally pursuant to paragraphs a and b hereof or
at such other times as permitted by the Administrative
Committee, a Participant may elect to invest all or a
portion of his Account which is invested in the Coca-Cola
Stock Fund in another Investment Fund: provided, once a
Participant makes such an election, he may not elect to
reinvest any portion of his Account in the Coca-Cola Stock
Fund.
d. Conditions Applicable to Elections. Allocations of
investments in the various Investment Funds, as described in
paragraphs a, b and c hereof, shall be made in even
multiples of 5 percent as directed by the Participant. The
Administrative Committee shall have complete discretion to
adopt and revise procedures to be followed in making such
investment elections. Such procedures may include, but are
not limited to, the format of the election, the deadline for
filing elections and the effective date of such election;
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provided, elections must be permitted at least once every 3
months. Any procedures adopted by the Administrative
Committee that are inconsistent with the provisions
specified in this Article V.A.3 shall supersede such
provisions without the necessity of a Plan amendment.
e. Investment of Matching and Supplemental Company
Contributions. Prior to July 1, 1993, all Matching and
Supplemental Company Contributions shall be invested solely
in the Company Stock Fund. Effective on and after July 1,
1993, each Participant may direct the investment of Matching
and Supplemental Company Contributions in and among the
Investment Funds, in accordance with the terms of Article
V.A.3.a - V.A.3.d.
f. Investment of Certain Stock Dividends and Other Assets. The
Trust may receive assets other than Company Stock, Coca-Cola
Stock, fixed income contracts or cash. (For example, the
Trust may receive, as part of a Transfer Contribution or as
investment earnings, stock of another corporation which is
paid as a dividend on the Coca-Cola Stock or assets from a
transferor plan's equity fund.) Unless the Controlling
Company desires to retain such assets as an Investment Fund
under the Plan, as permitted in accordance with the terms of
Article V.A.2, the Controlling Company may direct the
Trustee to liquidate such assets and to reinvest the
proceeds therefrom in the Company Stock Fund. After such
proceeds are invested in the Company Stock Fund, a
Participant may change the investment thereof in such manner
and at such times permitted pursuant to the terms of this
Article V.A.3.
4. Sale of Company and Coca-Cola Stock.
In the event a Participant elects to have all or a portion of his
Account which is invested in the Company Stock Fund, Coca-Cola Stock Fund
or 50/50 Fund invested in one or more of the other Investment Funds, the
Trustee shall either (i) sell, at fair market value, the appropriate number
of shares of Company or Coca-Cola Stock to effect such election, or (ii)
retain such shares for credit to other Participants' Accounts; any shares
of Company or Coca-Cola Stock so retained shall be deemed to have been sold
at fair market value on the day the election to sell is to be effective.
All Company or Coca-Cola Stock which is sold (or deemed sold) will be
credited with dividends declared on or before the Valuation Date
immediately preceding the date of sale (or deemed sale), and such dividends
will be added to the sale proceeds.
5. Acquisition of Company or Coca-Cola Stock.
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a. In General. To the extent that any cash amounts received by
or held in the Trust Fund are to be invested in the Company
Stock Fund, Coca-Cola Stock Fund, or 50/50 Fund, the
Trustee, as directed by the Controlling Company, shall
effect purchases of whole shares of Company or Coca-Cola
Stock as soon as practicable (and in no event later than 90
days) after such cash is received. The Trustee shall make
such purchases in compliance with all applicable securities
laws and may purchase Company or Coca-Cola Stock (i) in the
open market, (ii) in privately negotiated transactions with
holders of Company or Coca-Cola Stock (i) in the open
market, (ii) in privately negotiated transactions with
holders of Company or Coca-Cola Stock, The Coca-Cola Company
and/or the Controlling Company, and/or (iii) through the
exercise of stock rights, warrants or options in accordance
with the terms of paragraph b hereof. Alternatively, the
Trustee may acquire the requisite number of shares of
Company or Coca-Cola Stock from shares already acquired for
other Participants' Accounts and made available pursuant to
the procedure described in Article V.A.4; and the date of
purchase of such shares of Company or Coca-Cola Stock shall
be the day the election to invest in Company or Coca-Cola
Stock shall be the day the election to invest in Company or
Coca-Cola Stock is effective. The Trustee shall make all
purchases of Company or Coca-Cola Stock at a price or prices
which, in the judgment of the Trustee, do not exceed the
fair market value of such Company or Coca-Cola Stock as of
the date of the purchase; with respect to Company or Coca-
Cola Stock purchased on the open market, the total cost to
Participants will include acquisition costs.
b. Stock Rights, Warrants or Options. In the event any rights,
warrants or options are issued on Company or Coca-Cola
Stock, the Trustee may exercise them for the acquisition of
additional Company or Coca-Cola Stock, respectively, to the
extent that cash is then available and allocable to the
Company Stock Fund, Coca-Cola Stock Fund, or 50/50 Fund in
the Accounts of the Participant with respect to whose
Company or Coca-Cola Stock said rights, warrants or options
are issued. Any Company or Coca-Cola Stock acquired in this
fashion will be treated as Company or Coca-Cola Stock bought
by the Trustee for the net price paid. Any rights, warrants
or options on Company or Coca-Cola Stock which cannot be
exercised for lack of available cash may be sold by the
Trustee (provided the sale thereof is reasonably
practicable), and the proceeds of such a sale shall be
treated as a current cash dividend received on Company or
Coca-Cola Stock.
c. Tender Offers. In the event a tender offer is made on any
stock held in the Trust Fund, including but not limited to
Company Stock and Coca-Cola Stock, the Trustee shall
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immediately notify the Administrative Committee and shall
not exercise any action on the tender offer until and unless
directed to do so by the Administrative Committee.
6. Value of Assets.
For all purposes under the Plan for which the value of Company
Stock, Coca-Cola Stock and/or other assets must be determined, the value of
such stock and/or assets shall be the fair market value. For purposes of
purchasing or selling Company or Coca-Cola Stock through an exchange on any
day, the fair market value per share of such stock on such day shall be the
price of the stock on the New York Stock Exchange at the time of the
purchase or sale. For all other purposes under the Plan, the fair market
value per share of the Company or Coca-Cola Stock on any particular day
shall be the closing price of such stock as reported on the New York Stock
Exchange Composite Transaction listing on the day preceding the particular
day in question. If, for any reason, the fair market value per share of
Company or Coca-Cola Stock cannot be ascertained or is unavailable for a
particular day, the fair market value of such stock shall be determined as
of the nearest preceding day on which such fair market value can be
ascertained pursuant to the terms hereof.
7. Voting Rights With Respect to Company and Coca-Cola Stock.
The Administrative Committee shall deliver or cause to be
delivered to each Participant, or in the event of his death to his
Beneficiary, all notices, financial statements, proxies and proxy
soliciting materials, relating to the Company and Coca-Cola Stock in his
Account. The Administrative Committee shall notify each Participant or
Beneficiary of each occasion for the exercise of voting rights within a
reasonable time before such rights are to be exercised, and such
notification shall include all of the information that the Controlling
Company or The Coca-Cola Company, as appropriate, distributes to
shareholders regarding the exercise of such rights. Each Participant or
Beneficiary shall have the right to direct the Trustee as to the exercise
of all voting rights with respect to the Company and Coca-Cola Stock in his
Account. In the absence of any such direction, the Trustee shall vote such
shares pursuant to proper instructions of the Administrative Committee,
and, in the absence of proper instructions from the Administrative
Committee, shall not vote the shares. To the extent possible, the Trustee
shall combine fractional shares of Company Stock and, separately,
fractional shares of Coca-Cola Stock in the Accounts of Participants or
Beneficiaries and shall vote such fractional shares of stock in the same
proportion as the whole shares of such stock are voted by the voting
Participants or Beneficiaries.
B. ALLOCATION OF INCOME OR LOSS
As of each Valuation Date, the net income and expenses of each
Investment Fund and the increase or decrease in the current market value of
the corpus of each Investment Fund for the valuation period shall be
allocated to each Participant's Pre-Tax Contribution Account, Matching
Contribution Account, Supplemental Company Contribution Account, After-Tax
Contribution Account and Rollover Account in the same ratio as such
Participant's Accounts bears to the total of all Participants' Accounts
invested in such subfund as of the Valuation Date. The basis for
allocation shall be the balance in the Participant's Accounts as of the
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most recent Valuation Date reduced by any withdrawals, including
distributions and loans, made during the period and increased by the time-
weighted value of any additions to the Participant's account during the
period, including any contributions and loan principal and interest
payments. The payment by the Trust Fund to a Participant of a withdrawal,
distribution, or loan as of a Valuation Date shall follow the allocation
and adjustments described in this Article V.B.
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ARTICLE VI
VESTING, LOANS AND DISTRIBUTIONS
A. VESTING
1. Vesting Defined
The term "Vested" shall mean a nonforfeitable, noncontingent
right of the Participant or the Participant's Beneficiaries to a present or
future enjoyment of all or any part of any allocation to the Participant's
Account including subsequent Company Contributions allocated thereto.
2. Determination of Vested Interest
Each Participant shall always be fully Vested in any and all
amounts credited to the Participant's Account under the Plan.
B. LOANS
Loans from a Participant's Pre-Tax Contribution Account, Matching
Contribution Account, Rollover Account and Supplemental Company
Contribution Account shall be allowed and shall be effective following
receipt and approval by the Administrative Committee of the Participant's
loan application. All loans with an effective date of July 1, 1992 or
later shall be subject to uniform rules established in writing by the
Administrative Committee.
C. WITHDRAWALS WHILE EMPLOYED
1. General
Subject to the restrictions of this Article VI.C., an Active
Participant may request, in accordance with uniform and nondiscriminatory
procedures adopted by the Administrative Committee, a withdrawal of all or
a portion of the Participant's Account under the Plan.
2. After-Tax Contribution Account
A withdrawal from the balance of an Active Participant's After-Tax
Contribution Account shall be available once every six months in a minimum
amount of $500 (or, if less, the Participant's entire After-Tax
Contribution Account balance).
3. After Age 59-1/2
A withdrawal from the balance of an Active Participant's Pre-Tax
Contribution Account, Rollover Account, Matching Contribution Account, or
Supplemental Company Contribution Account shall be available at any time
after the Participant attains age 59-1/2 in a minimum amount of $500 (or,
if less, the Participant's entire Account balance).
4. Prior to Age 59-1/2
Prior to the attainment of age 59-1/2, a withdrawal from the balance
of an Active Participant's Pre-Tax Contribution Account, Rollover Account,
Matching Contribution Account, or Supplemental Company Contribution Account
shall be available solely on account of a financial hardship, as determined
by the Administrative Committee in accordance with uniform rules, as
described below:
a. A withdrawal shall be made on account of financial hardship
only if the withdrawal is on account of an immediate and
heavy financial need of the Participant and is necessary to
satisfy such financial need. A withdrawal shall be deemed
to be on account of an immediate and heavy financial need if
such withdrawal is for one of the following reasons:
(i) Payment of medical expenses described in Sec. 213(d) of
the Code previously incurred by the Participant, his
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spouse, or his dependents (as described in Sec. 152 of
the Code) or necessary for these persons to obtain
medical care described in Code Sec. 213(d).
(ii) Purchase of a home as a principal residence for the
Participant.
(iii) Payment of tuition and related educational expenses
for the next 12 months for post-secondary education
for the Participant, his spouse, or his dependents
(as defined in Sec. 152 of the Code).
(iv) The need to prevent eviction from or foreclosure on
the Participant's principal residence.
(v) Such additional reasons as may be specifically
approved by the Administrative Committee pursuant to
guidance issued by the Internal Revenue Service.
b. A withdrawal shall be deemed necessary to satisfy an
immediate and heavy financial need if all of the following
requirements are satisfied:
(i) The amount of the withdrawal does not exceed the
amount required to relieve the financial need
(including any amounts necessary to pay any federal,
state, or local income taxes or penalties reasonably
anticipated to result from the distribution), and
(ii) The Participant has obtained all other withdrawals
and loans available under this Plan or any other
qualified plan sponsored by an Affiliate.
(iii) The Participant's Pre-Tax Contributions and elective
contributions to any other qualified plan sponsored
by an Affiliate are suspended for twelve months.
(iv) The amount of the Participant's Pre-Tax Contributions
and elective contributions to any other qualified
plan sponsored by an Affiliate for the Plan Year of
the withdrawal and the next Plan Year combined do not
exceed the limitations set forth in Article IV.F.1
for the next Plan Year.
c. The Administrative Committee may require as a condition of a
withdrawal that the Participant provide the Administrative
Committee with sufficient (as determined by the Administrative
Committee) evidence to satisfy the foregoing requirements. The
Administrative Committee may rely on a notarized affidavit of a
Participant which states that:
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(i) He has a financial need of a specified nature,
(ii) The amount requested does not exceed the amount
required to relieve the need, and
(iii) The need cannot reasonably be relieved:
(A) Through reimbursement or compensation by insurance
or otherwise,
(B) By liquidation of the Participant's, spouse's, and
minor children's assets,
(C) By suspension of the Participant's Pre-Tax
Contributions and After-Tax Contributions under
the Plan,
(D) By other distributions or non-taxable (at the time
of the loan) loans from plans maintained by the
Participating Company or by any other employer, or
(E) By loans from commercial sources on reasonable
terms,
except to the extent that the Administrative Committee has actual
knowledge that such representations are not true. For purposes
of this paragraph, a need cannot reasonably be relieved by one of
the actions listed above if the effect would be to increase the
amount of the need.
d. The amount available for the financial hardship withdrawal shall
be equal to the sum of the Participant's Pre-Tax Contribution
Account reduced by any investment earnings allocated to such Pre-
Tax Contribution Account after December 31, 1988, the
Participant's Matching Contribution Account, the Participant's
Supplemental Company Contribution Account, the Participant's
Rollover Account, and the Participant's After-Tax Contribution
Account.
e. Any withdrawal of an Active Participant's account balances shall
be made according to the following order:
(i) The amount of After-Tax Contributions made before
January 1, 1987.
(ii) A proportionate share of After-Tax Contributions made
after December 31, 1986 and of all earnings allocated
to the Participant's After-Tax Contribution Account.
(iii) The amount allocated to the Participant's Rollover
Account.
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(iv) The amount allocated to the Participant's Matching
Contribution Account.
(v) The amount allocated to the Participant's
Supplemental Company Contribution Account.
(vi) The amount allocated to the Participant's Pre-Tax
Contribution Account.
f. The amount of any withdrawal shall be determined as of the
Valuation Date next following receipt by the Administrative
Committee of the Participant's written withdrawal request.
Payment of the withdrawal amount to the Participant shall be made
as soon as administratively possible following the Valuation
Date.
D. DISTRIBUTIONS AT TERMINATION, DISABILITY OR DEATH
1. Time of Distribution
a. Distribution of a Participant's full Vested Account balance
shall be made or commence on or before the 60th day
following the close of a Plan Year in which there occurs the
latest of the following events:
(i) Death of an Active Participant.
(ii) Disability of an Active Participant.
(iii) Termination of an Active Participant.
(iv) The Participant's or Beneficiary's written request
for distribution.
b. All distributions shall be made as of the Valuation Date
next following receipt by the Administrative Committee of
the Participant's or Beneficiary's written request for
distribution on a form provided by the Administrative
Committee. The Administrative Committee shall direct the
Trustee to distribute any benefit the total value of which
is less than $3,500 without the receipt of an application
from the Participant or Beneficiary.
c. Notwithstanding the above, distribution shall be made or
commence not later than the April 1 following the close of
the Plan Year during which the Participant has attained age
70-1/2, whether or not the Participant has terminated
employment. However, if the Participant had attained age
70-1/2 as of January 1, 1988 and was not a 5% owner of an
Affiliate within the meaning of Code Sec. 416(i) at any time
during the five Plan Years ending with the Plan Year during
which the Participant attained age 70-1/2, this paragraph c
shall not apply.
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d. In the event distribution is due because of the death of the
Participant, distribution shall be made within one year of
the death of the Participant unless the Beneficiary is the
Surviving Spouse (within the meaning or Article X.C) of the
Participant, in which case such Surviving Spouse may elect
to defer distribution until what would have been the date
the Participant attained age 70-1/2. In the event of the
death of the Surviving Spouse before distribution is made,
the distribution shall be paid within one year of the death
of the Surviving Spouse.
2. Forms of Payment
The Participant may elect to receive one of the following forms
of benefit payment:
a. A single payment; or
b. Equal, or as nearly equal as possible, annual or more
frequent installments from the Trust Fund over a stated
period of time without life contingency, which period does
not exceed the life expectancy of the Participant or the
joint and last survivor expectancy of the Participant and
his Beneficiary.
However, the Administrative Committee shall direct a single sum method of
payment if the total value of the Participant's benefit is $3,500 or less.
If no method has been elected, the normal form of payment shall be the
single sum payment. Death and disability benefits shall be paid in a
single sum payment.
3. Amount of Distribution
a. The amount of any single sum distribution shall be equal to
the Participant's Vested Account balance, as determined
under Article VI.A.2, as of the Valuation Date immediately
preceding the date of distribution.
b. The amount of any installment distribution shall be
determined by the Administrative Committee, in accordance
with uniform procedures, as of the Valuation Date
immediately preceding the date of distribution.
c. If the Participant has any outstanding loan balance at the
time of distribution to either the Participant or the
Participant's Beneficiary, the amount of cash available to
the Participant or Beneficiary shall be reduced by the
outstanding principal balance of the loan.
4. Mode of Payment
The mode of payment of a Participant's or Beneficiary's benefits
under the Plan shall be determined as follows:
a. If a Participant or Beneficiary elects distribution in the
form of a single sum payment, he or his Beneficiary may
elect to have amounts distributed or withdrawn in the form
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of cash, Coca-Cola Stock or Company Stock, or in any
combination thereof. The maximum number of shares of Coca-
Cola Stock or Company Stock which shall be distributed is
the number of full shares which were credited to the portion
of the Participant's Account invested in the Coca-Cola Stock
Fund or Company Stock Fund, respectively, as of the
Valuation Date immediately preceding the distribution and
which were not subsequently withdrawn or reinvested; all
fractional shares shall be distributed in the form of cash.
b. If a Participant or Beneficiary elects distribution in the
form of installments, all payments will be made in the form
of cash. As soon as administratively practicable after a
Participant or Beneficiary elects for his Account balance to
be distributed in installments (and in no event later than
as of the immediately succeeding January 1 or July 1), the
full amount in his Account shall be converted into cash.
5. Consent and Notice Requirements
Any distribution to a Participant who has a benefit which
exceeds, or has ever exceeded, $3,500 at the time of any prior distribution
shall require such Participant's consent if such distribution occurs prior
to the later of his Normal Retirement Age or age 62. With regard to this
required consent:
a. The Participant must be informed of his right to defer
receipt of the distribution. If a Participant fails to
consent, it shall be deemed an election to defer the
distribution of any benefit. However, any election to defer
the receipt of benefits shall not apply with respect to
distributions which are required under Article VI.D.1.c and
d.
b. Notice of the rights specified under this paragraph shall be
provided no less than 30 days and no more than 90 days
before the first day on which all events have occurred which
entitle the Participant to such benefit.
c. Written consent of the Participant to the distribution must
not be made before the Participant receives the notice and
must not be made more than 90 days before the first day on
which all events have occurred which entitle the Participant
to such benefit.
d. No consent shall be valid if a significant detriment is
imposed under the Plan on any Participant who does not
consent to the distribution.
If a distribution is one to which Code Sections 401(a)(11) and
417 do not apply, such distribution may commence less than 30 days after
the notice required under Regulation 1.411(a)-11(c) is given, provided
that: (i) the Administrator clearly informs the Participant that the
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Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and (ii) the
Participant, after receiving the notice, affirmatively elects a
distribution.
6. Direct Rollovers
a. This Article VI.D.6 applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the
plan to the contrary that would otherwise limit a
distributee's election under this Article, a distributee may
elect, at the time and in the manner prescribed by the
Administrative Committee to have any portion of an eligible
rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct
rollover.
b. Definitions.
(i) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any
portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or
the joint lives (or joint life expectancies) of the
distributee and the distributee's designated
beneficiary, or for a specified period of ten years
or more; any distribution to the extent such
distribution is required under Sec. 401(a)(9) of the
Code; and the portion of any distribution that is not
includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with
respect to employer securities).
(ii) Eligible retirement plan: An eligible retirement
plan is an individual retirement account described in
Sec. 408(a) of the Code, an individual retirement annuity
described in Sec. 408(b) of the Code, an annuity plan
described in Sec. 403(a) of the Code, or a qualified
trust described in Sec. 401(a) of the Code, that accepts
the distributee's eligible rollover distribution.
However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account
or individual retirement annuity.
(iii) Distributee: A distributee includes an employee or
former employee. In addition, the employee's or
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former employee's surviving spouse and the employee's
or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic
relations order, as defined in Sec. 414(p) of the Code,
are distributees with regard to the interest of the
spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment by
the plan to the eligible retirement plan specified by
the distributee.
c. Notwithstanding the foregoing, if an eligible rollover
distribution is payable to an alternate payee under a
qualified domestic relations order pursuant to Article
X.A.2.b and such alternate payee fails to make an
affirmative election of a direct rollover within 60 days
after receiving the appropriate election form, such eligible
rollover distribution shall be made directly to such
alternate payee in the form of a lump sum cash payment.
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ARTICLE VII
ADMINISTRATION AND NAMED FIDUCIARY
A. ADMINISTRATION
1. Appointment of Administrative Committee Permitted
In order to assist in the administration of the Plan, the Board
reserves the power to create at any time hereafter by resolution, an
Administrative Committee which shall consist of at least three members who
shall be appointed and shall serve at the pleasure of the Board. Any
member may resign by delivering a written resignation to the Board and to
the Administrative Committee. Vacancies in the Administrative Committee
arising by resignation, death, removal or otherwise, shall be filled by the
Board. In the event an Administrative Committee is not created, any powers
and duties assigned to the Administrative Committee shall be assumed by the
Controlling Company.
2. Powers and Duties
The Administrative Committee, if established by the Board, shall
administer the Plan in accordance with its terms, and shall have all powers
necessary to carry out the provisions of the Plan. The Administrative
Committee shall interpret the Plan and shall determine all questions
arising in the administration, interpretation, and application of the Plan.
Any such determination by the Administrative Committee shall be conclusive
and binding on all persons, except as provided in the Plan.
3. Organization and Operation of Administrative Committee
The Administrative Committee shall act by a majority of its
members at the time in office, and such action may be taken either by a
vote at a meeting or in writing without a meeting. The Administrative
Committee may authorize any one or more of its members to execute any
document or documents on behalf of the Administrative Committee, in which
event the Administrative Committee shall notify the Trustees in writing of
such action and the name or names of its member or members so designated.
The Trustees shall be instructed to accept and rely upon any documents
executed by such member or members as representing action by the
Administrative Committee until the Administrative Committee shall file with
the Trustee a written revocation of such designation. The Administrative
Committee may adopt such by-laws and regulations as it deems desirable for
the conduct of its affairs, and may appoint such accountants, counsel,
specialists, and other persons as it deems necessary or desirable in
connection with the administration of this Plan. The Administrative
Committee shall be entitled to rely conclusively upon, and shall be fully
protected in, any action taken by it in good faith in relying upon any
opinions or reports which shall be furnished to it by any such accountant,
counsel, or other specialist.
4. Records and Reports
The Administrative Committee shall keep a record of all its
proceedings and acts, and shall keep all such books of account, records and
other data as may be necessary for proper administration of the Plan. The
Administrative Committee shall notify the Trustees and the Participating
Companies of any action taken by the Administrative Committee, and when
required, shall notify any other interested person or persons.
5. Payment of Expenses
Unless otherwise determined by the Controlling Company, the
members of the Administrative Committee shall serve without compensation
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for services as such, but all expenses of the Administrative Committee
shall be paid by the Participating Companies but if not paid by the
Participating Companies shall be paid by the Trust. Such expenses shall
include any expenses incident to the functioning of the Administrative
Committee, including, but not limited to, fees of accountants, counsel, and
other specialists, and other costs of administering the Plan.
6. Immunity from Liability
No member of the Administrative Committee shall incur any
liability for any act or failure to act, excepting only liability for such
member's own gross negligence or willful misconduct. The Controlling
Company shall indemnify each member of the Administrative Committee against
any and all claims, loss, damages, expense, and liability arising from any
act or failure to act, except when the same is judicially determined to be
due to the gross negligence or willful misconduct of such member. The
provisions of this Article VII.A.6 shall not relieve members of the
Administrative Committee from any responsibility or liability for any
responsibility, obligation, or duty they may have pursuant to the
provisions of ERISA or the Code.
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B. NAMED FIDUCIARY, ADMINISTRATOR AND SERVICE OF LEGAL PROCESS
The Administrative Committee shall be the named fiduciary and "plan
administrator", as defined in ERISA, and shall be responsible for the
performance of all reporting, disclosure and other obligations required or
permitted to be performed by the plan administrator under the provisions of
ERISA or the Code. In any legal proceeding, including arbitration,
involving the Plan, the Senior Vice President - Finance and Administration
of the Controlling Company shall be the designated agent for service of
legal process. The Trustees shall be named fiduciaries with respect to the
control, management and disposition of the assets of the Trust Fund.
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ARTICLE VIII
TRUST AGREEMENT
As a part of this Plan the Controlling Company has entered into or
concurrently shall enter into one or more agreements under which a Trustee
shall receive, hold, invest and disburse the contributions of the
Participating Companies to the Trust Fund, all in accordance with the terms
and provisions set forth in said Trust Agreement. The Participating
Companies, their directors, their officers and the members of the
Administrative Committee shall not be liable for any loss or diminution of
the Trust Fund. The Board of Directors has the power and duty to appoint
the Trustee and it shall have the power to remove the Trustee and appoint a
successor at any time in the manner set forth in the Trust Agreement.
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ARTICLE IX
AMENDMENT, TERMINATION, MERGER
A. AMENDMENT
It is the expectation of the Controlling Company and the Participating
Companies that the Plan and the payment of contributions hereunder shall
continue indefinitely, but continuance of the Plan is not assumed as a
contractual obligation of the Controlling Company or Participating
Companies, and the right is reserved by the Board at any time to reduce,
suspend or discontinue contributions hereunder. Except as herein limited,
the Controlling Company may, by resolution of the Board, amend the Plan at
any time to any extent that it may deem advisable. Upon delivery of such
resolution to the Trustees, the Plan shall be deemed to have been amended
in the manner set forth and Participants shall be bound thereby; provided,
however, (1) that no amendment shall increase the duties or liabilities of
the Trustees without their written consent; (2) that no amendment shall
have the effect of vesting in a Participating Company any interest in or
control over any of the funds or properties subject to the terms of the
Trust Agreement; (3) that no amendment shall have the retroactive effect so
as to deprive any Participant of any benefit already accrued; and (4) that
no amendment shall eliminate an optional form of distribution unless
permitted by regulations issued under Code Sec. 411(d)(6); provided, however,
that any amendment may be made retroactively which is necessary to bring
the Plan into conformity with governmental regulations in order to continue
to qualify the Plan for tax exemption.
B. TERMINATION
The Plan shall continue for such time as may be necessary to
accomplish the purpose for which it was created but may be terminated at
any time by action of the Board. Notice of such termination shall be given
to the Trustee by an instrument in writing executed by the Controlling
Company and acknowledged in the same form as the Trust Agreement, together
with a certified copy of the resolution of the Board authorizing such
termination. Upon such termination of the Plan, provided that the Trustee
has not received instructions to the contrary, the Trustee shall liquidate
the Trust and, after paying the reasonable expenses of the Trust, including
expenses involved in the termination, distribute the balance thereof
according to written directions from the Controlling Company or the
Administrative Committee. Upon termination, or partial termination of the
Plan, the rights of all affected Participants to the amounts credited to
their Accounts shall become nonforfeitable and administered and distributed
to or for the benefit of the Participants and their Beneficiaries. In no
event shall any part of the principal or income of the Trust Fund be paid
to or for the benefit of the Controlling Company, any Participating
Company, their successors or their creditors.
C. MERGER, CONSOLIDATION OR TRANSFER OF ASSETS TO OTHER PLANS
In the case of any merger or consolidation with, or transfer of assets
or liabilities to, any other plan, each Participant in the Plan shall
receive a benefit immediately after the merger, consolidation, or transfer
which is (if the Plan were then terminated) equal to or greater than the
benefit such Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if the Plan were then
terminated).
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D. ADOPTION OF THE PLAN BY A PARTICIPATING COMPANY
1. Procedures for Participation. The Controlling Company will
become a Participating Company in the Plan effective January 1, 1988. Any
other company may become a Participating Company and commence participation
in the Plan subject to the provisions of this subsection. In order for a
company to become a Participating Company, the Administrative Committee
must designate such company as a Participating Company and specify the
effective date of such designation. The name of any company which shall
commence participation in the Plan, along with the effective date of its
participation, shall be recorded on Schedule A hereto which shall be
appropriately modified each time a Participating Company is added or
deleted. To adopt the Plan as a Participating Company, the board of
directors of the company must approve a resolution expressly adopting the
Plan for the benefit if its eligible employees and accepting designation as
a Participating Company, subject to all of the provisions of this Plan and
of the Trust. The resolution shall specify the date as of which the
designation as a Participating Company shall be effective. A copy of the
resolution (certified if requested) of the board of directors of the
adopting Participating Company shall be provided to the Administrative
Committee. Upon adoption of the Plan by a Participating Company as herein
provided, the Employees of such company shall be eligible to participate in
the Plan subject to the terms hereof and of the resolution of the
Administrative Committee designating the adopting company as such.
2. Single Plan. The Plan, as adopted by all Participating
Companies, shall be considered a single plan for purposes of Treasury
Regulation Sec. l.414(l)-l(b)(l). All assets contributed to the Plan by the
Participating Companies shall be held in a single fund together; and, as
long as a Participating Company continues to be designated as such, all
assets held in such fund shall be available to pay benefits to all
Participants and Beneficiaries irrespective of which Participating Company
is the employer of such Participant. Nothing contained herein shall be
construed to prohibit the separate accounting for assets contributed by the
Participating Companies for purposes of cost allocation, contributions,
forfeitures and other purposes, pursuant to the terms of the Plan and as
directed by the Administrative Committee.
3. Authority under Plan. As long as a Participating Company's
designation as such remains in effect, such Participating Company shall be
bound by, and subject to, all provisions of the Plan and Trust. The
exclusive authority to amend the Plan and the Trust shall be vested in the
Administrative Committee, and no Participating Company other than the
Controlling Company shall have any right to amend the Plan or the Trust.
Any amendment to the Plan or the Trust adopted by the Administrative
Committee shall be binding upon every Participating Company without further
action-by such Participating Company.
4. Contributions to Plan. As long as each Participating Company
shall be so designated, such Participating Company shall be required to
make Contributions to the Plan at such times and in such amounts as
specified in Articles III and VI.
5. Withdrawal from Plan. No Participating Company other than the
Controlling Company shall have the right to terminate the Plan. However,
any Participating Company may withdraw from the Plan, with the approval of
the Administrative Committee, by action of its board of directors, provided
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such action is communicated in writing to the Administrative Committee.
The withdrawal of a Participating Company shall be effective as of the last
day of the Plan Year which follows receipt of the notice of withdrawal
(unless the Controlling Company consents to a different effective date).
In addition, the Administrative Committee may terminate the designation of
a Participating Company to be effective on such date as the Administrative
Committee specifies. Any such Participating Company which ceases to be a
Participating Company shall be liable for all costs accrued through the
effective date of its withdrawal or termination. In the event of the
withdrawal or termination of a Participating Company as provided in this
Section, such Participating Company shall have no right to direct that
assets of the Plan be transferred to a successor plan for its employees,
unless such transfer is approved by the Controlling Company in its sole
discretion.
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ARTICLE X
MISCELLANEOUS PROVISIONS
A. BENEFITS NOT ASSIGNABLE
1. General Nonalienation Requirements. Except to the extent
permitted by law and as provided in subsections (2) and (3) hereof, none of
the Accounts, benefits, payments, proceeds or distributions under the Plan
shall be subject to the claim of any creditor of a Participant or
Beneficiary or to any legal process by any creditor of such Participant or
of such Beneficiary; and neither such Participant nor any such Beneficiary
shall have any right to alienate, commute, anticipate or assign any of the
Accounts, benefits, payments, proceeds or distributions under the Plan
except to the extent expressly provided herein. If any Participant shall
attempt to dispose of his Account or the benefits provided for him
hereunder or to dispose of the right to receive such benefits, or, in the
event there should be an effort to seize such Account or benefits by
attachment, execution or other legal or equitable process, such right may
pass and be transferred, at the discretion of the Administrative Committee,
to such person or persons as may be selected by the Administrative
Committee from among the Beneficiaries, if any, theretofore designated by
the Participant, or from the spouse, children or other dependents of the
Participant, in such shares as the Administrative Committee may appoint.
Any appointments so made by the Administrative Committee may be revoked by
it at any time, and further appointments made by it may include the
Participant.
2. Exception for Qualified Domestic Relations Orders.
a. The nonalienation requirements of subsection 1 hereof shall
apply to the creation, assignment or recognition of a right
to any benefit, payable with respect to a Participant
pursuant to a domestic relations order, unless such order is
(i) determined to be a qualified domestic relations order,
as defined in Code Sec. 414(p), entered on or after January 1,
1985, or (ii) any domestic relations order, as defined in
Code Sec. 414(p), entered before January 1, 1985, pursuant to
which a transferor plan was paying benefits on January 1,
1985. The Administrative Committee shall establish
reasonable written procedures to determine the qualified
status of a domestic relations order. Further, to the
extent provided under a qualified domestic relations order,
a former spouse of a Participant shall be treated as the
Spouse or Surviving Spouse for all purposes under the Plan.
b. The Administrative Committee shall establish reasonable
procedures to administer distributions under qualified
domestic relations orders which are submitted to it. If the
qualified domestic relations order so provides, the
Administrative Committee shall direct the Trustee to pay, in
a single-sum cash-out payment, the full amount of the
benefit payable to any alternate payee under a qualified
domestic relations order. Such cash-out payment may be made
as soon as practicable after the Administrative Committee
determines that a domestic relations order is a qualified
domestic relations order under Code Sec. 414(p).
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3. All loans made by the Trustee to any Participant or Beneficiary
shall be secured by a pledge of the borrower's interest in the
Trust Fund.
B. CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN
The establishment and maintenance of the Plan shall not be construed
as conferring any legal rights upon any person to the continuation of
employment with a Participating Company, nor shall the Plan interfere with
the right of a Participating Company to discharge any person from its
employ.
C. BENEFICIARIES
1. Designation
a. Each Participant may, from time to time during the
Participant's lifetime, designate the Beneficiary(ies) to
receive the benefits which may be payable under the Plan in
the event of the Participant's death. Each such designation
shall revoke all prior designations by such Participant and
shall be in writing on a form provided for that purpose and
filed with the Administrative Committee. Such designation
may name one or more primary Beneficiaries.
b. If a Participant dies prior to the distribution of benefits
under the Plan, such Beneficiary shall automatically be the
Surviving Spouse of the Participant unless such Surviving
Spouse consented in writing to the Participant's designation
of an alternate Beneficiary, and such consent was witnessed
by a Plan representative or notarized.
c. Prior to the time the Administrative Committee accepts the
designation of any non-Spouse Beneficiary, the Participant
shall be provided with a written explanation of:
(i) The terms and conditions of death benefits under the
Plan,
(ii) The Participant's right to make and the effect of an
election to waive the Surviving Spouse as the
Beneficiary,
(iii) The rights of the Participant's Spouse, and
(iv) The right to make and the effect of a revocation of a
previous election waiving the Surviving Spouse as
Beneficiary.
If the Participant establishes to the satisfaction of the
Administrative Committee that a Spouse's written consent
cannot be obtained because there is no Spouse or the Spouse
cannot be located, the Spouse's consent requirement shall be
waived.
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d. There shall be no limit on the number of times a Participant
may change a Beneficiary designation in accordance with the
above rules prior to the time of distribution.
2. Disposition of Death Benefits on Failure to Designate Beneficiary
In the event a Participant:
a. Shall fail to designate a Beneficiary to receive the
Participant's death benefits; or
b. Having designated a Beneficiary, shall thereafter revoke
such designation without naming another Beneficiary; or
c. Having named a Beneficiary, such designation shall fail, in
whole or in part, by reason of the prior death of such
Beneficiary or by reasons of the death of the Beneficiary
and any contingent Beneficiaries before the receipt of all
payments due, or for any other cause;
the aforementioned death benefit of such Participant or the part thereof as
to which such Participant's designation shall fail, as the case may be,
shall be payable upon such failure to the Surviving Spouse of the
Participant, if such Spouse shall then survive; but if not, then in equal
shares to such of the Issue of the Participant as then survive Per Stirpes
and not per capita; but if no Spouse or Issue then survive, then to the
father and mother of such Participant in equal shares or all thereof to the
survivor of them if only one parent then survives, then to such of the
brothers and sisters of such Participant as then survive in equal shares;
but if no Spouse, Issue, parent, brother or sister of the Participant shall
then survive, then such death benefit or the part thereof as to which such
Participant's designation shall fail, as the case may be, shall be paid to
the executor or administrators of the estate of the deceased Participant.
For purposes of this Article X "Surviving Spouse" and "Spouse" mean a
spouse who is married to the Participant as of the date of death and who
survives the Participant. Also "Per Stirpes" means in equal shares among
living children and the issue of deceased children, the latter taking by
right of representation, and "Issue" means all persons who are descended
from the person referred to, either by legitimate birth to or legal
adoption by the person, or any of the Participant's legitimately born or
legally adopted descendants.
D. FACILITY OF BENEFIT PAYMENT
1. Applications Required for Benefits
Notwithstanding any provision of the Plan to the contrary,
payment of benefits shall not commence under the Plan unless and until a
proper application therefore shall have been filed with the Administrative
Committee except as otherwise provided in Articles VI.C and VI.D. Each
application for benefits shall be in writing on a form provided by the
Administrative Committee for such purpose and shall be filed with the
Administrative Committee within the period, if any, specified in the
applicable provisions of the Plan.
2. Payment of Benefits to Persons under Legal Disability
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Whenever and as often as any person entitled to payments
hereunder shall be under a legal disability, or in the sole judgment of the
Administrative Committee, shall otherwise be unable to apply such payments
to such person's own best interest and advantage, the Administrative
Committee, in its discretion, may direct all or any portion of such payment
to be made:
a. To such person,
b. To such person's legal guardian or conservator, or
c. To such person's spouse or to any other person, to be
expended for such person's benefit.
The decision of the Administrative Committee shall, in each case, be final
and binding upon all persons, and the Administrative Committee shall not be
obliged to see to the proper application or expenditure of any payments so
made. Any payments made pursuant to the power herein conferred upon the
Administrative Committee shall operate as a complete discharge of the
obligations under the Plan in respect thereof of any Participating Company,
the Administrative Committee, and the Trustee.
E. APPEALS PROCEDURE
1. In the event the Administrative Committee determines that a
person is not entitled to benefits or is not a Participant in this Plan, or
if the Administrative Committee makes any decision or interpretation
adversely affecting the right of any Participant or Beneficiary, written
notice of such determination, decision or interpretation shall be given to
such adversely affected person within 90 days after such determination,
decision or interpretation. If special circumstances require an extension
of time for processing, a decision shall be rendered as soon as possible
but not later than 180 days after a claim for benefits. Such notice shall
be written in a manner calculated to be understood by the Participant or
Beneficiary and shall set forth:
a. The specific reason or reasons for the determination,
decision or interpretation;
b. Specific reference to the pertinent Plan provisions on which
the determination, decision or interpretation is based;
c. A description of any additional material or information
necessary for the adversely affected party to perfect such
party's right or an explanation of why such material or
information is necessary; and
d. An explanation of the Plan's claim review procedures.
2. In the event a Participant, Beneficiary or other interested
person or party feels himself aggrieved by any determination, decision or
interpretation of the Administrative Committee, except with respect to
matters of investment of the Trust Fund or matters herein expressed to be
within the discretion of the Controlling Company, a Participating Company,
the Administrative Committee, or the Trustee, the aggrieved party or such
party's authorized representative may file with the Administrative
Committee in writing, within 60 days of receipt of notice of such
determination, decision or interpretation, a request by the aggrieved party
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for a full and fair review by the Administrative Committee of the
determination, decision or interpretation. The aggrieved party or such
party's authorized representative may inspect all pertinent documents and
may submit issues and comments in writing to the Administrative Committee.
The Administrative Committee's decision, on review, shall be in writing, in
a manner calculated to be understood by the aggrieved party, and shall
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based. The decision by
the Administrative Committee shall be made promptly and not later than 60
days after the Plan's receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible but not later than 120 days
after receipt of a request for review. Any ambiguities arising on account
of the interpretation rendered to Hours of Service, Years of Service, and
Break in Service, shall be resolved in the favor of the Participant.
F. MISCELLANEOUS LANGUAGE
Wherever appropriate, words used herein in the singular may be read in
the plural, or words used herein in the plural may be read in the singular;
the masculine may include the feminine; and the words "hereof", "herein",
or "hereunder", or other similar compounds of the word "here" shall mean
and refer to the entire Plan and not to any particular paragraph or Article
of this Plan unless the context clearly indicates to the contrary.
G. TOP HEAVY PROVISIONS
1. Effective Date
The provisions of this Article X.G shall be effective for any
Plan Year if and only if the Plan is deemed to be a Top Heavy Plan for that
Plan Year.
2. Top Heavy Plan
The Plan is deemed to be a Top Heavy Plan for any Plan Year if,
as of the determination date:
a. The present value of accrued benefits for Key Employees is
greater than or equal to 60% of the present value of accrued
benefits for all Employees, and
b. The Plan is part of a required aggregation group (as defined
below) and the required aggregation group is top heavy.
However, and notwithstanding the results of the 60% test, the
Plan shall not be considered a Top Heavy Plan for any Plan Year in which
the Plan is a part of a required or permissive aggregation group (as
defined below) which is not top heavy. The determination date for any Plan
Year is the last day of the preceding Plan Year.
The "required aggregation group" consists of each plan of an
Affiliate in which a Key Employee participates, and each other plan of an
Affiliate that enables a plan in which a Key Employee participates to meet
the nondiscrimination requirements of Sec. 401(a)(4) and Sec. 410 of the Code,
including any plans which have been terminated during the last five Plan
Years ending with the determination date.
A "permissive aggregation group" consists of those plans that are
required to be aggregated and one or more plans (providing comparable
benefits or contributions) that are not required to be aggregated, which,
when taken together, satisfy the requirements of Sec. 401(a)(4) and Sec. 410
of the Code.
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The present value of accrued benefits consists of the sum of the
Employee's Pre-Tax Contribution Account, After-Tax Contribution Account,
Matching Contribution Account, and Supplemental Company Contribution
Account, and Rollover Account (but only with respect to Rollover
Contributions received from the plan of an Employee's prior employer's plan
before December 31, 1983 and any Rollover Contributions received from
another plan maintained by an Affiliate) under this Plan plus the actuarial
equivalent of the Employee's accrued benefit under any other Plan
maintained by an Affiliate which is aggregated with this Plan. It also
includes distributions from this Plan and the other aggregated plans made
during the Plan Year containing the determination date and the four
preceding Plan Years. The accrued benefit for any individual who has not
received any compensation (other than benefits under the plans) at any time
during the five Plan Years ending on the determination date shall not be
included in the present value of accrued benefits. Payments made to the
Beneficiary of a Key Employee shall be treated as if made to a Key
Employee.
A Key Employee is any Employee or former Employee falling within
the definition of key employee under Sec. 416 of the Code. Subject to such
definition, an Employee or former Employee is deemed to be a Key Employee
for the Plan Year if at any time during the Plan Year or the four preceding
years the Employee is described by one of the following four items:
a. An officer of an Affiliate having Gross Compensation greater
than 50% of the maximum annual benefit amount in effect
under Code Sec. 415(b)(1)(A) for such Plan Year. For purposes
of this subsection, no more than fifty Employees (or, if
less, the greater of three or ten percent of the Employees)
shall be treated as officers.
b. One of the ten Employees owning the largest interests in an
Affiliate who has Gross Compensation greater than the
maximum annual addition amount in effect under Code
Sec. 415(c)(1)(A) for such Plan Year. It two Employees have the
same interest in an Affiliate, the Employee having greater
Gross Compensation from all Affiliates shall be treated as
having a larger interest.
c. A 5% owner of an Affiliate.
d. A 1% owner of an Affiliate with Gross Compensation of more
than $150,000.
3. Maximum Benefit
If the Plan is deemed to be a Top Heavy Plan for the Plan Year
for the purposes of determining the maximum benefits payable from this Plan
and the defined benefit plan as described in Article IV.F.3, all instances
of 1.25 in Article IV.F.3 are replaced with 1.00.
4. Minimum Contributions
If the Plan is deemed to be a Top Heavy Plan for the Plan Year,
all Active Participants who are not Key Employees are entitled to a minimum
Company Contribution for the Plan Year equal to 3% of Net Compensation.
This minimum contribution shall be provided by a minimum benefit under any
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defined benefit plan maintained by the Group. If any non-Key Employee who
is entitled to such minimum contribution is not covered by a defined
benefit plan of an Affiliate, such minimum contribution shall be provided
by a Company Contribution under any defined contribution plan maintained by
an Affiliate. For purposes of determining whether such minimum
contribution has been met, Company Contributions under this Plan and any
other defined contribution plan of an Affiliate, shall be aggregated,
provided, however, neither Pre-Tax Contributions nor Matching Contributions
may be used to determine whether such minimum contribution has been met.
H. CONSTRUCTION
This Plan shall be construed, administered and governed according to
the laws of the State of Georgia, to the extent not preempted by ERISA or
the Code.
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IN WITNESS WHEREOF, the Controlling Company has caused this Plan to be
executed by its duly authorized officers and its corporate seal to be
affixed hereto, all as of this 30th day of December, 1994.
------ ---------
COCA-COLA ENTERPRISES INC.
By RICHARD D. LARSON
----------------------------------------
Title: VICE PRESIDENT, EMPLOYEE RELATIONS
--------------------------------
Attest: LAURIE CLARK
-----------------------------------
Title: LEGAL ASSISTANT
--------------------------------
[CORPORATE SEAL]
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AMENDMENT
WHEREAS, pursuant to the authority contained under Article IX of the
Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan
(the "MESIP"), the Company may by resolution of its Board of Directors amend
the MESIP at any time; and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interest of MESIP participants and beneficiaries to amend the
MESIP to accomplish the following:
(1) the participation provisions of the MESIP shall be amended such that
any Covered Employee who is employed on or after July 1, 1995 must complete
one Year of Service in order to become eligible to participate in the
MESIP;
(2) effective as of January 1, 1995, the definition of Compensation under
the MESIP shall be amended in order to exclude Long Term Incentive Pay
("LTIP") from this definition; however, for purposes of the definition of
Gross Compensation, LTIP will be included; and
(3) effective as of January 1, 1995, each Participating Company shall
contribute as a Matching Contribution on behalf of each Participant who has
made a Pre-Tax Contribution to the MESIP an amount equal to 50% of the Pre-
Tax Contribution to the extent the Matching Contribution does not exceed 7%
of the Participant's Compensation.
THEREFORE IT IS:
RESOLVED, that the foregoing MESIP amendments are hereby authorized and
approved, effective as of the dates stated therein; and
FURTHER RESOLVED, that the Vice Chairman, President, Treasurer and any Vice
President of the Company be, and each of them hereby is, authorized to
execute and deliver, in the name and on behalf of the Company and under its
corporate seal or otherwise, the agreements and other necessary
documentation to evidence the foregoing MESIP amendments; and
FURTHER RESOLVED, that any officer of the Company be, and each of them
hereby is, authorized to take all actions necessary, proper or advisable in
order to achieve the purposes of the foregoing resolutions, including but
not limited to adopting any additional modifications to these MESIP
amendments, as may be necessary, or that may be required with respect to
the qualification of the MESIP, without further approval by the Board of
Directors.
