Exhibit
10.1


 


 


COCA-COLA PLAZA


ATLANTA, GEORGIA


 





	JAMES R. QUINCEY	 	ADDRESS REPLY TO:
	PRESIDENT & CHIEF OPERATING OFFICER	 	P.O. BOX 1734
	THE COCA-COLA COMPANY	 	ATLANTA, GA 30301
	 	 	________________
	 	 	 
	 	 	+1-404 676-9980
	 	 	FAX:  +1-404 598-9980




 


March 22, 2017


 


Ms. Kathy N. Waller


Atlanta, Georgia


 


 


Dear Kathy,


 


We are delighted to confirm your new position as Executive Vice President,
Chief Financial Officer and President Enabling Services, Grade 22, with an effective date of May 1, 2017. You will report to me.
The information contained in this letter provides details of your new position.


 


		·	Your principal place of assignment will be Atlanta, Georgia. 



 


		·	Your annual base salary for your new position
will be $850,000. 



 


		·	You will continue to be eligible to participate in the annual Performance
Incentive Plan. The target annual incentive for a Job Grade 22 is 125% of annual base salary. The actual amount of an incentive
award may vary and is based on individual performance and the financial performance of the Company. Awards are made at the discretion
of the Compensation Committee of the Board of Directors based upon recommendations by Senior Management.  The plan may be
modified from time to time. 



 


		·	You will continue to be eligible to participate in The Coca-Cola Company’s Long-Term Incentive
program. Awards are made at the discretion of the Compensation Committee of the Board of Directors based upon recommendations by
Senior Management. You will be eligible to receive long-term incentive awards within guidelines for the job grade assigned to your
position and based upon your personal performance, Company performance, and leadership potential to add value to the Company in
the future. As a discretionary program, the award timing, frequency, size and mix of award vehicles are variable. 



 


		·	You are expected to continue to maintain share ownership pursuant to the Company’s share
ownership guidelines at a level equal to four times your base salary. You will be asked to provide information in December each
year on your progress toward your ownership goal, and that information will be reviewed with the Compensation Committee of the
Board of Directors the following February. 



 


		·	You will continue to be eligible for the Company’s Financial
Planning program which provides reimbursement of certain financial planning services, up to $10,000 at Job Grade 22 annually, subject
to taxes and withholding. 



 






    	 



     


    
Ms. Kathy N. Waller


March 22, 2017


Page 2 of 2


 


		·	You will continue to be eligible for the Emory Executive Health benefit which includes a comprehensive
physical exam and one-on-one medical and lifestyle management consultation.



 


		·	This letter is provided as information and does not constitute an employment
contract.



 


Kathy, I feel certain that you will continue to find challenge, satisfaction
and opportunity in this role and as we continue our journey during this important time.


 


 


Sincerely,


 


/s/ James R. Quincey


 


James R. Quincey


 


	c:	Executive Compensation
	 	GBS Executive Services


 


I, Kathy N. Waller, accept this offer:


 


	Signature:  	/s/ Kathy N. Waller	 
	 	 	 
	 	 	 
	Date: 	March 22, 2017