Exhibit 10.1


 


PERFORMANCE INCENTIVE PLAN


OF THE COCA-COLA COMPANY


As Amended and Restated as of February 17,
2016


 


I. Plan Objective


 


The purpose of the Performance Incentive Plan
of The Coca-Cola Company is to promote the interests of The Coca-Cola Company (the “Company”) by providing additional
incentive for employees who contribute to the improvement of operating results of the Company and to reward outstanding performance
on the part of those individuals whose decisions and actions most significantly affect the growth and profitability and efficient
operation of the Company.


 


The Company intends for
the Awards payable to certain Executives under this Plan to be performance-based compensation under Code Section 162(m).


 


II. Definitions


 


The terms used herein will have the following
meanings:


 


“Affiliate” means any entity 1)
in which the Company owns, directly or indirectly, 20% or more of the voting stock or capital at the relevant time, 2) that has
an ongoing contractual relationship with the Company or a Subsidiary that provides such entity the rights to manufacture, sell
and/or distribute beverages for which the trademark is owned by the Company or a Subsidiary, or 3) that is approved by the Compensation
Committee as an Affiliate based on its relationship with the Company or its Subsidiaries.


 


“Award” means an amount calculated
and awarded under the Plan to a Participant.


 


“Board” means the Board of Directors
of the Company.


 


“Code” means the Internal Revenue
Code of 1986, as amended.


 


“Company” means The Coca-Cola Company.


 


“Compensation Committee” means the
Compensation Committee of the Board (or a subset thereof) consisting of not less than two members of the Board, each of whom is
an “outside director” under Code Section 162(m).


 


“Employee” means any person regularly
employed on a full-time or part-time basis by the Company or a Subsidiary.


 


“Executive” means any Employee whose
compensation is within the purview of the Compensation Committee pursuant to the Compensation Committee’s practices and policies.


 


“Management Committee” means the
committee appointed by the Compensation Committee to administer the Plan.


 






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“Participant” means an Employee
who satisfies the eligibility requirements set forth in Section IV of the Plan.


 


“Performance Period” means the time
period for which a Participant’s performance is measured for purposes of receiving an Award.


 


“Plan” means this Performance Incentive
Plan of The Coca-Cola Company.


 


“Plan Year” means the 12-month period
beginning January 1 and ending December 31.


 


“Subsidiary” means any corporation,
limited liability company, partnership or other entity, of which 50% or more of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.


 


III. Administration


 


The Plan will be administered by the Compensation
Committee and/or the Management Committee. No person, other than members of these committees, shall have any discretion concerning
decisions regarding the Plan. The Compensation Committee and/or the Management Committee, in its sole discretion, will determine
which of the Participants to whom, and the time or times at which, Awards will be granted under the Plan, and the other conditions
of the grant of the Awards. The provisions and conditions of the grants of Awards need not be the same with respect to each grantee
or with respect to each Award.


 


The Compensation Committee will, subject to
the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration
of the Plan, and will make determinations and will take such other action in connection with or in relation to accomplishing the
objectives of the Plan as it deems necessary or advisable. Each determination or other action made or taken by the Compensation
Committee or the Management Committee pursuant to the Plan, including interpretation of the Plan and the specific conditions and
provisions of the Awards granted hereunder will be final and conclusive for all purposes and upon all persons including, but without
limitation, the Company, any Subsidiary, the Compensation Committee, the Management Committee, the Board, officers, the affected
Employees, and any Participant or former Participant under the Plan, as well as their respective successors in interest.


 


IV. Eligibility and Participation


 


a.      Eligibility. Eligibility
for participation in the Plan is determined in the sole discretion of the Compensation Committee or the Management Committee. An
Employee is eligible to participate in the Plan if 1) the Employee is compensated in an amount at least equal to the minimum salary
or salary grade guideline established annually by the Management Committee, and 2) the Employee is recommended for participation
in the Plan by his or her immediate superior and is approved for such participation by the operating head of the Employee’s
unit.


 






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The fact that an Employee is eligible to participate
in the Plan in one Plan Year does not assure that the Employee will be eligible to participate in any subsequent year. The fact
that an Employee is eligible to participate in the Plan for any Plan Year does not mean that the Employee will receive an Award
in any Plan Year. The Compensation Committee or the Management Committee will determine an Employee’s eligibility for participation
in the Plan from time to time prior to or during each Plan Year.


 


b.        Participation.
In the case of Executives, generally, the Compensation Committee annually will select the Participants no later than 90 days
after the beginning of a Performance Period (or, if shorter, before 25% of the Performance Period has elapsed) in accordance with
Code Section 162(m). Following such selection by the Compensation Committee, the Participants will be advised they are participants
in the Plan for a Performance Period.


 


V. Performance Criteria and Performance Goals


 


a.      Performance Criteria. Performance
will be measured based upon one or more objective criteria for each Performance Period. Criteria will be measured over the Performance
Period. No later than 90 days of the beginning of a Performance Period (or, if shorter, before 25% of the Performance Period has
elapsed), the Compensation Committee shall specify in writing which of the following criteria will apply during such Performance
Period, as well as any applicable matrices, schedules, or formulae applicable to weighting of such criteria in determining performance.
Only Performance Criteria that have been approved by shareowners shall be used for Awards to Executives. However, the Compensation
Committee may specify additional criteria from time to time to be used for Awards to Employees who are not Executives.


 


•  increase in shareowner value;


•  earnings per share;


•  stock price;


•  net income;


•  return on assets;


•  return on shareowners' equity;


•  increase in cash flow;


•  operating profit or operating margins;


•  revenue
growth of the Company;


•  operating expenses;


•  economic profit;


•  return on capital;


•  return on invested
capital;


•  earnings before interest, taxes, depreciation and amortization;


•  unit case volume;


•  operating
income;


•  value share of Non Alcoholic Ready-To-Drink segment;


•  volume share of Non Alcoholic Ready-To-Drink segment;


•  net revenue;


•  gross profit;


 






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•  profit before tax;


•  number of transactions (number of physical packages
sold); and


•  productivity.


 


Any of the performance criteria can be applied
on an absolute basis or on a relative basis (e.g., as a relative comparison to a peer group, industry index, broad- base index,
etc.), and may be calculated for a single year or calculated on a compound basis over multiple years.


 


b.      Performance Goals. Using
any applicable matrices, schedules, or formulae applicable to weighting of the performance criteria, the Compensation Committee
will develop, in writing, performance goals for the Participants for a Performance Period, no later than 90 days of the start of
the Performance Period (or, if shorter, before 25% of the Performance Period has elapsed) in which they would apply. The Compensation
Committee shall have the right to use different performance criteria for different Participants. When the Compensation Committee
sets the performance goals for a Participant, the Compensation Committee shall establish the general, objective rules which will
be used to determine the extent, if any, that a Participant’s performance goals have been met and the specific, objective
rules, if any, regarding any exceptions to the use of such general rules, and any such specific, objective rules may be designed
as the Compensation Committee deems appropriate to take into account any extraordinary or one-time or other non-recurring items
of income or expense or gain or loss or any events, transactions or other circumstances that the Compensation Committee deems relevant
in light of the nature of the performance goals set for the Participant or the assumptions made by the Compensation Committee regarding
such goals.


 


In the case of an Executive, in the event that
a Participant is assigned a performance goal following the time at which performance goals are normally established for the Performance
Period due to placement in a position, or due to a change in position after the start of the Performance Period, the Performance
Period for such Participant may be the portion of the Plan Year or original Performance Period remaining, whichever is applicable.
In such case, the Compensation Committee will develop in writing performance goals for each such Participant before 25% of the
Performance Period in which they would apply elapses.


 


VI. Awards


 


An Award to a Participant will be based on a
percentage of the Participant’s base salary. The Management Committee (or the Compensation Committee) has discretion to adjust
base salary for the purposes of the Plan.


 


The Compensation Committee or the Management
Committee may, in each of their respective sole discretion, adjust the Award for each Participant based upon that Participant’s
over achievement or under achievement in terms of his or her individual performance and the performance of the Participant’s
operating unit during the Plan Year. However, if any amount of the Award is based upon criteria other than objective measures established
in accordance with Section V, the excess will not be performance based compensation under Code Section 162(m).


 






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a.      Hiring or Termination During Performance
Period. An Employee who is selected as a Participant after the beginning of a Plan Year or a Participant who terminates employment
after attaining age 55 with 10 Years of Service, who dies, or whose employment is transferred to an Affiliate prior to the end
of such Plan Year will be eligible to receive a pro rata share of an Award based on participation during any portion of such Plan
Year if, in the sole discretion of the Compensation Committee or the Management Committee, such an award is merited. A Participant
whose employment is otherwise terminated prior to the end of such Plan Year will not be eligible for an Award. “Years of
Service” for purposes of this section means “Years of Vesting Service” as that term is defined in The Coca-Cola
Company Pension Plan, regardless of whether the Participant is a participant in that plan.


 


b.      Termination of Employment after Performance
Period, but Prior to Payment. A Participant shall receive payment of an Award for any Performance Period if his or her employment
with the Company or a Subsidiary has terminated before the date the Award is actually paid unless the Compensation Committee in
the exercise of its absolute discretion affirmatively directs the Company not to pay such Award to, or on behalf of, such Participant.


 


c.         Award
Limits. A Participant shall not receive payment of an Award for any Performance Period in excess of $10,000,000.


 


VII. Determination and Timing of Awards


 


At the end of each applicable Performance Period,
the Compensation Committee shall certify the extent, if any, to which the measures established in accordance with Section V have
been met. All Awards to Participants who are Executives will be made by the Compensation Committee in its sole discretion. Awards
to all other Participants shall be made by the Management Committee in its sole discretion. Awards will be paid for a particular
Plan Year on the March 15th following the end of the Plan Year, or if March 15th is not a business day, the
first business day immediately preceding the March 15th following the end of the Plan Year.


 


VIII. Method of Payment of Awards


 


a.      Payments of Awards. Except as otherwise
provided in this Plan, Awards for each Participant will be paid in cash.


 


b.      Deferral of Payment of Award. An
Award paid in cash may be deferred under The Coca-Cola Company Deferred Compensation Plan (or comparable international plan, if
any) if the language of the applicable plan so provides.


 


c.      Recapture of Award.


 


(i)      If, within one year after receiving
an Award, any Employee (a) renders services for any organization which, in the sole judgment of the Compensation Committee or Management
Committee, is or becomes competitive with the Company, or (b) is terminated for a violation of any written policy of the Company,
the Employee shall reimburse the Company the full amount of the Award, except where prohibited by local law.


 






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(ii)      Any Award granted under this
Plan will be subject to any recoupment or clawback policy that the Company may adopt from time to time and to any requirement of
applicable law, regulation or listing standard that requires the Company to recoup or claw back compensation paid pursuant to such
an Award.


 


d.      Withholding for Taxes. The Company
will have the right to deduct from any and all Award payments any taxes required to be withheld with respect to such payment, including
hypothetical taxes under the Company’s International Service Program Policy and/or Tax Equalization Policy. For Participants
who are International Service Associates or other international employees, all taxes remain the Participant’s responsibility,
except as expressly provided in the Company’s International Service Policy and/or Tax Equalization Policy. The Company and
any Subsidiary (i) make no representations or undertaking regarding the treatment of any taxes in connection with any Award; and
(ii) do not commit to structure the terms of the Award to reduce or eliminate the Participant’s liability for taxes.


 


e.      Payments to Estates. Awards and
interest thereon, if any, which are due to a Participant pursuant to the provisions hereof and which remain unpaid at the time
of his or her death will be paid in full to the Participant’s estate.


 


f.      Offset for Monies Owed. Any payments
made under this Plan will be offset for any monies that the Management Committee determines are owed to the Company or any Subsidiary.


 


IX. Amendment and Termination


 


The Compensation Committee may amend, modify,
suspend, reinstate or terminate this Plan in whole or in part at any time or from time to time; provided, however, that no such
action will adversely affect any right or obligation with respect to any Award theretofore made. The Compensation Committee and
the Management Committee may deviate from the provisions of this Plan to the extent such committee deems appropriate to conform
to local, laws and practices.


 


X. Applicable Law


 


The Plan and all rules and determinations made
and taken pursuant hereto will be governed by the laws of the State of Delaware, to the extent not preempted by federal law, and
construed accordingly.


 


XI. Effect on Benefit Plans


 


Awards will not be included in the computation
of benefits under any group life insurance plan, travel accident insurance plan, personal accident insurance plan or under Company
policies such as severance pay and payment for accrued vacation, unless required by applicable laws.


 






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XII. Change in Control


 


If there is a Change in Control as defined in
this Section XII at any time during a Plan Year, (1) the Compensation Committee or the Management Committee promptly shall determine
the Award which would have been payable to each Participant under the Plan for such Plan Year if he had continued to work for the
Company for such entire year and all performance goals established under Section V had been met in full for such Plan Year by multiplying
his target percentage by his annual salary as in effect on the date of such Change in Control and (2) each such Participant’s
nonforfeitable interest in his Award (as so determined by the Compensation Committee or the Management Committee) thereafter shall
be determined by multiplying such Award by a fraction, the numerator of which shall be the number of full, calendar months he is
an employee of the Company during such Plan Year and the denominator is 12 or the number of full calendar months the Plan is in
effect during such Plan Year, whichever is less. The payment of a Participant’s nonforfeitable interest in his Award under
this Section XII shall be made in cash as soon as practicable after his employment by the Company terminates or as soon as practicable
after the end of such Plan Year, whichever comes first.


 


A “Change in Control,” for purposes
of this Section XII, will mean a change in control of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) as in effect
on January 1, 2004, provided that such a change in control will be deemed to have occurred at such time as (i) any “person”
(as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act as in effect on January 1, 2004) is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act as in effect on January 1, 2004) directly or indirectly, of securities representing
20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor
of the Company; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constituted
the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election
of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at
the beginning of the period; (iii) the shareowners of the Company approve any merger or consolidation as a result of which its
stock will be changed, converted or exchanged (other than a merger with a wholly-owned subsidiary of the Company) or any liquidation
of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company, and such merger,
consolidation, liquidation or sale is completed; or (iv) the shareowners of the Company approve any merger or consolidation to
which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective
date of the merger or consolidation will have beneficial ownership of less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective date of such merger or consolidation, and such merger, consolidation,
liquidation or sale is completed; provided, however, that no Change in Control will be deemed to have occurred if, prior to such
time as a Change in Control would otherwise be deemed to have occurred, the Board determines otherwise. Additionally, no Change
in Control will be deemed to have occurred under clause (i) if, subsequent to such time as a Change of Control would otherwise
be deemed to have occurred, a majority of the Directors in office prior to the acquisition of the securities by such person determines
otherwise.


 






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