Exhibit
10.1


Award Notification
– Performance Share


Congratulations
[INSERT FULL NAME]! On [INSERT GRANT DATE], The Coca-Cola Company (the Company)
granted you an award (your Award) under The Coca-Cola Company
2014 Equity Plan, as amended from time to time (the Plan). Your
Award is a great opportunity to share in the long-term success of the Company and contribute to its future growth.


This document
provides details of the key terms of your Award. Your Award is subject to the formal rules of the Plan, plus the additional terms and
conditions (including country specific terms) as set out in a document called the “Additional Terms”. The Additional Terms
is available to review as part of the Award acceptance process. The Plan is available on your plan administrator website. This Award
Notification (including the appendices), the Plan and the Additional Terms together form your Award Agreement. You are being asked to
confirm that you understand and agree to be bound by these documents as part of the Award acceptance process, so we recommend you read
them carefully.


	Details
    of Award
	Type
    of Award	Performance
    Award (sometimes called Growth Share Units)] -This is a conditional right to receive $0.25 par value common stock of the Company
    (Stock) in the future. You will not receive the Stock (or have any shareholder rights) unless your Award vests.
	Target
    number of shares of Stock subject to your Award	[INSERT]
    
	Continuing
    employment	Your
    Award is subject to your continuing employment, as set out in the Employment Events Appendix to this document and the Plan.
	Performance
    conditions	Performance
    conditions apply to your Award, which are set out in the Performance Criteria Appendix to this document. The performance conditions
    must be met in order for your Award to vest.

     

	Performance
    period	[INSERT]

    The performance
    conditions are measured during this period. See the Performance Criteria Appendix for more details.

	Date
    your Award normally vests	[INSERT DATE],
    or if later when the performance conditions are certified.

    When your
    Award vests, you become entitled to the Stock subject to your Award. You do not need to purchase that Stock - it is delivered automatically
    to you.

    The number
    of shares of Stock that vest will be calculated based upon the target number of shares of Stock set forth above and the provisions
    of the Performance Criteria Appendix.

    The number
    of shares of Stock that vest will normally be delivered to you as soon as administratively possible following vesting, unless a different
    timing for delivering the Stock applies under the Employment Events Appendix.

    Your Award
    will generally be settled in Shares, except where the Employment Events Appendix applies and specifies otherwise.

    You are liable
    for any tax, fees and costs due on vesting, which may be withheld.

    Remember:
    your Award will only vest if and to the extent that all of the terms and conditions of your Award are satisfied. To the extent that
    your Award does not vest, it will be forfeited.







    	 



    	 



    





	Details
    of Award
	Prohibited
    Activities	If
    you engage in certain activities (called Prohibited Activities), your Award will be forfeited and you will be required to pay back
    any gain from your Award. Refer to the Prohibited Activities Appendix to this document.
	Malus
    and clawback	Your
    Award is subject to additional malus and clawback provisions which means your Award will be subject to reduction, cancellation, repayment
    or forfeiture in the circumstances set out in the Additional Terms.


 


Finally, certain
data privacy provisions apply to you in connection with your Award, as set out in the Data Privacy Appendix to this document.


In the event
of any conflict between this Award Notification (including the appendices), the Additional Terms and the Plan, the Plan takes precedence.


	Action
    required!
	If you wish to accept your Award,
    you must accept it online by May 31, 2022. If you fail to do so by this deadline, then the Company may declare your Award grant null
    and void at any time. If this happens, your Award will be forfeited, and you will have no right to the underlying Stock.




 



Interpretation


The
appendices below form part of your Award Notification. The singular includes the plural and defined terms have the meaning given in the
Plan, unless otherwise specified. For the purposes of the Prohibited Activities Appendix, references to your employer include your former
employer, and for the purposes of the Data Privacy Appendix, references to your employer include your current local employing entity
or former local employing entity and the Company (where applicable). References to the Committee mean The Compensation Committee
of the Board of Directors of the Company, unless otherwise specified.




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Employment
Events Appendix – Performance Share


The table below
sets out the impact to your Award (if any) upon certain employment events. The terms of the table below apply to vested and unvested
portions of an Award equally, unless otherwise stated. Except as otherwise specified herein, all other terms and conditions of your Award
continue to apply.





	Event	Impact
    to your Award
	Disability	Whether
    your employment with the Company or a Subsidiary terminates because of Disability or whether you remain employed, there is no impact
    to your Award.
	Death	Any Award that
    has not been accepted terminates immediately upon your death and may not be transferred to your heirs.

    If you die
    while employed with the Company or a Subsidiary, your Award immediately vests, and your estate will be paid, within 90 days after
    your death, a cash amount equal to the value of (1) the target number of shares of Stock subject to the Award, if you die before
    the end of the performance period, or (2) the shares of Stock earned, if you die after the end of the performance period. The value
    shall be determined based on the closing price of the Stock on the date of death (or in the case of a non-trading day, the next trading
    day).

	Leave
    of absences	If you are
    on (1) US military leave, (2) a Company-paid leave of absence (meaning paid under Company payroll), or (3) an unpaid leave of absence
    (approved pursuant to a published Company policy available to all employees covered under the policy) of 12 months or less, there
    is no impact to your Award.
    For all other
    leaves of absence not specified in the paragraph above, including all approved unpaid leaves that extend beyond 12 months:

    ·   
    any portion of your Award that is unvested is immediately forfeited1;
    or

    ·    if the Committee identifies a valid business interest in doing otherwise, it may specify what provisions
it deems appropriate at its sole discretion (provided that the Committee shall have no obligation to consider any such matters).

	Transfer	If
    you transfer (1) between the Company and any Subsidiary or, (2) at the Committee’s discretion, to an Affiliate that is not
    a Subsidiary, there is no impact to your Award.
	Termination2	A.    If your employment with the Company or a Subsidiary terminates after attaining age 60:

	
    ·   
    Awards held less than 12 months are immediately forfeited, and

    ·   
    there is no impact on Awards held at least 12 months.




 


 



1
If an approved unpaid leave of absence extends beyond 12 months, the portion of your Award that is unvested as of the end of the
12th month is forfeited.


2
If required by Section 409A of the Code, the payment may not be made (if applicable) until at least six months following the termination
date. 



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	Event	Impact
    to your Award
	 	B.    
    If your employment with the Company or a Subsidiary terminates involuntarily for any reason other than for cause within one
    year after a Change in Control, your Award will be treated as described in the Plan.

	 	C.    
                                         If your employment (1) with the Company or a Subsidiary terminates for any other reason,
                                         or (2) with an Affiliate (that is not a Subsidiary) terminates for any reason3,
                                         your Award is immediately forfeited.

        Notwithstanding anything
        herein, if your employment with an Affiliate terminates and you immediately become employed by the Company or a Subsidiary,
        there is no impact on your Award.

		 






For the purposes
of your Award, you are deemed to have terminated employment on the date you are no longer actively providing services to the relevant
entity or entities, regardless of the reasons for termination and whether or not later found to be invalid or in breach of your employment
agreement, if any, or employment laws in the jurisdiction where you are employed. The Committee has exclusive discretion to decide when
you are considered to be no longer actively providing services for the purposes of your Award. However, you will not be considered to
be actively providing services during any contractual notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where you are employed or in your employment agreement, if any, unless the Committee decides
otherwise.









 



3
This would apply in the case where the Committee determined that your transfer to the Affiliate would not impact your Award. If
your employer no longer meets the definition of “Affiliate”, you are deemed to have terminated employment for the purposes
of the Plan.




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Prohibited Activities Appendix


		1.	Engaging in Prohibited Activity 



		1.1	Timing



Section 1.2 (Implications) applies
if you engage in a Prohibited Activity (as defined in section 5 (Types of Prohibited Activity) below) at any time during the term of your
Award or within one year after the later of:


		1.1.1	the termination of your employment with the Company,
your employer or any Affiliate; and



		1.1.2	the last date of vesting or exercise of all or any
portion of your Award.



		1.2	Implications



If this section 1.2 applies:


		1.2.1	your Award will immediately terminate, be forfeited
and (if relevant) cease to be exercisable; and 



		1.2.2	within 10 days after receiving written notice from
the Company that this section applies, you must pay in cash to the Company:



		(i)	any and all gains associated with any previous vesting
or exercise of all or any portion of your Award; and



		(ii)	interest calculated from the time of the notice
until the date of repayment to the Company.



		2.	Implications for settled Awards



		2.1	Calculation of gain



For the purposes of section 1.2.2,
each gain associated with the vesting or exercise of all or any portion of your Award will be calculated as:


		2.1.1	where your Award is in the form of an Option, the
closing price per share of Stock on the date of exercise as reported on the New York Stock Exchange Composite Transactions listing minus
the exercise price per share of Stock, multiplied by the number of shares of Stock over which the Award was exercised;



		2.1.2	where your Award is in the form of Restricted Stock
Units or Growth Share Units, the closing price per share of Stock on the date of vesting as reported on the New York Stock Exchange Composite
Transactions listing, multiplied by the number of shares of Stock that vested; and



		2.1.3	where your Award is in the form of Performance Cash,
the gross amount of the cash payment that vested. 



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		3.	Alternative payment



		3.1	Return of Stock



If all or any part of this Prohibited
Activities Appendix is held to be invalid, illegal or unenforceable for any reason by any court with jurisdiction:


		3.1.1	you will transfer to the Company all of the shares
of Stock that you acquired on vesting or exercise of your Award that you still hold (and if your Award is an Option, the Company will
pay to you the exercise price you paid for that Stock in exchange); and



		3.1.2	where you have already sold, transferred or disposed
of any shares of Stock you acquired on vesting or exercise of your Award, you must pay to the Company:



		(i)	any and all gains associated with each sale, transfer
or disposal; and



		(ii)	interest calculated from the date of each sale,
transfer or disposal until the date of repayment to the Company.



		3.2	Calculation of gain



For the purposes of section 3.1.2,
the gain associated with the sale, transfer or disposal will in each case be calculated as the closing price per share of Stock on the
date of the sale, transfer or disposal as reported on the New York Stock Exchange Composite Transactions listing (minus, where your Award
is an Option, the exercise price per share of Stock), multiplied by the number of shares of Stock sold, transferred or disposed of.


		4.	Interest



Any interest payable under this Prohibited
Activities Appendix will be calculated using the weighted prime rate at SunTrust Bank, Atlanta.


		5.	Types of Prohibited Activity



The term Prohibited Activity
includes any and all of the following:


		5.1	Disparagement 



Making any statement, written or verbal,
in any forum or media, or taking any action in disparagement of the Company, your employer and/or any Affiliate, including but not limited
to negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers,
suppliers, or business partners or associates.


		5.2	Publicity



Publishing any opinion, fact, or material,
delivering any lecture or address, participating in the making of any film, radio broadcast or television transmission, or communicating
with any representative of the media relating to confidential matters regarding the business or affairs of the Company, your employer
and/or any Affiliate which you were involved with during your employment.


		5.3	Disclosure of a Trade Secret



Failure to hold in confidence any
and all Trade Secrets of the Company that came into your knowledge during your employment with the Company, your employer and/or any Affiliate,
or disclosing, publishing, or making use of, at any time, such Trade Secrets.


For these purposes, Trade Secret
means any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial
data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing,
which:


		5.3.1	derives economic value, actual or potential, from
not being generally known to and not being readily ascertainable by proper means by other persons who can derive economic value from its
disclosure or use; and 



		5.3.2	is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy.



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		5.4	Disclosure of Confidential Information



Failure to hold in confidence all
Confidential Information of the Company, your employer and/or any Affiliate that came into your knowledge during your employment with
the Company, your employer or any Affiliate, or disclosing, publishing, or making use of such Confidential Information.


For these purposes, Confidential
Information means any data or information, other than Trade Secrets (as defined in section 5.3 (Disclosure of a Trade Secret)), that
is valuable to the Company and not generally known to the public or to competitors of the Company.


		5.5	Failing to return materials



Your failure, in the event of your
termination of employment for any reason, promptly to deliver to the Company all memoranda, notes, records, manuals or other documents,
including all copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets (as
defined in section 5.3 (Disclosure of a Trade Secret)) or Confidential Information (as defined in section 5.4 (Disclosure of Confidential
Information)) regarding the Company’s business, whether made or compiled by you or furnished to you by virtue of your employment
with the Company, your employer or any Affiliate, or failure promptly to deliver to the Company all vehicles, computers, credit cards,
telephones, handheld electronic devices, office equipment, and other property furnished to you by virtue of your employment with the Company,
your employer or any Affiliate.


		5.6	Competing



Rendering services for any organization
which, or engaging directly or indirectly in any business which, in the sole judgment of the Committee or the Chief Executive Officer
of the Company or any senior officer designated by the Committee, is or becomes competitive with the Company.


		5.7	Solicitation



Soliciting or attempting to solicit
for employment, for or on behalf of any corporation, partnership, or other business entity, any employee of the Company, your employer
or an Affiliate with whom you had professional interaction during the last twelve months of your employment with the Company, your employer
or the Affiliate.


		5.8	Violation of Company policies



Violating any written policies of
the Company or your employer applicable to you, including, without limitation, The Coca-Cola Company Global Insider Trading Compliance
Policy.


		6.	Release



You may be released from the effects
of this Prohibited Activities Appendix if the Committee determines in its sole discretion that such action is in the best interest of
the Company and its stockholders.


		7.	Other rights apply



Nothing in this Prohibited Activities
Appendix is intended to or will be interpreted as diminishing or otherwise limiting the Company’s right under applicable state
or local law or any prior agreement you have signed or made with the Company regarding trade secrets, confidential information, or intellectual
property.




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Data Privacy Appendix


		1.	General



		1.1	Introduction



This Data Privacy Appendix sets out
certain data privacy provisions that apply to you in connection with your Award.


		1.2	Meaning of Data



For the purposes of this Data Privacy
Appendix, Data means personal information that directly or indirectly identifies you, including: your name, home address and telephone
number, your date of birth, your government identification number, your salary information, nationality, job title and employment location,
any shares or directorships you hold or held in the Company or any Affiliate, details of your Award and any equity or cash awards or any
other entitlements to stock or cash granted (regardless of whether or not exercised, vested or settled, and including any cancelled or
forfeited awards), any information necessary to process your Award or any other award (e.g. your mailing address for a check payment or
bank account wire transfer information), any other information necessary to process mandatory tax withholding and reporting and/or, where
applicable, your employment or service termination date and the reason for the termination.


		2.	For Award recipients not located in the EEA or UK



This section applies if you reside
anywhere in the world except the European Economic Area (EEA) or the United Kingdom (UK). By accepting your Award, you confirm the following:


		2.1	Consent



You voluntarily consent to the collection,
use and transfer, in electronic or other form, of your Data by and between the Company, your employer or any Affiliate for the purpose
of implementing, administering, and managing your participation in the Plan.


		2.2	Data collected



You understand that the Company and
its Affiliates may hold Data for the exclusive purpose of implementing, administering, and managing the Plan.


		2.3	Purposes of collection 



You understand that Data will be transferred
to one or more stock or incentive plan service providers selected by the Company, which may assist the Company with the implementation,
administration, and/or management of the Plan.


		2.4	Recipients of Data



You understand that the recipients
of Data may be located in the United States or elsewhere. The Company also uses third party service providers who may assist with the
implementation, administration or management of the Plan. These service providers are bound by contract to handle Data in a way that aligns
with this Data Privacy Appendix and applicable law. If you have any questions about the local entities or services providers who may access
or handle your Data, please contact your local human resources representative.


By consenting at section 2.1 (Consent)
above, you authorize the Company and any other possible recipients that do or may assist the Company with implementing, administering
or managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and/or managing your participation in the Plan.


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		2.5	Data retention



You understand that Data will be held
only as long as is necessary to implement, administer and manage your participation in the Plan. In some cases, your information will
be retained for the Company or your employer to comply with a legal or tax obligation.


		2.6	Your rights 



You understand that if you reside
in certain jurisdictions, to the extent required by applicable laws, you may, at any time and without cost:


		2.6.1	request access to Data;




		2.6.2	request additional information
about the storage and processing of Data; 



		2.6.3	require any necessary amendments
to Data; or 



		2.6.4	refuse or withdraw the consents
you give by accepting the Award, 



by
contacting your local human resources representative in writing. 


		2.7	Implications of not consenting or withdrawing
consent



You understand that you provide these
consents on a purely voluntary basis. If you do not consent, or if you later withdraw your consent, your employment or service contract
with the Company or an Affiliate will not be adversely affected. Refusing or withdrawing your consent will mean that the Company will
not be able to grant new awards or administer or maintain any existing awards (including this Award) under the Plan. You understand that
refusing or withdrawing your consent may affect your ability to participate in the Plan (including the right to retain an award, such
as this Award). You understand that you may contact a local human resources representative for more information on the consequences of
refusal to consent or withdrawal of consent.


		3.	For Award recipients located in the EEA and/or UK



This section applies if you reside
inside the United Kingdom (UK) and/or the European Economic Area (EEA). By accepting your Award, you confirm the following:


		3.1	Data collected 



You understand that the your employer
(acting as controller) and the Company may collect, to the extent permissible under applicable law, Data for the exclusive purpose of
implementing, administering, and managing the Plan. The Data is collected from you, the employer, and the Company for the exclusive purpose
of implementing, administering, and managing the Plan in accordance with the terms of your Award.


		3.2	Purposes of collection/processing



You acknowledge the legal basis for
Data processing is performance of the contract comprising your Award. The Data must be provided in order for you to participate in the
Plan and for the parties to your Award to perform their respective obligations as set out in your Award documents. If you do not provide
Data, you will not be able to participate in the Plan or continue to hold your Award.


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		3.3	Transfers and retention of Data 



You understand that your employer
will transfer Data to the Company for Plan administration purposes. The Company and your employer may also transfer your Data to other
service providers (such as accounting firms, payroll processing firms or tax firms), as may be selected by the Company now or in the future,
to assist the Company and your employer with the implementation, administration and/or management of your Award. You understand that recipients
of the Data may be located in a country that does not benefit from an adequacy decision issued by the European Commission. When your information
is transferred outside the EEA or the UK (as applicable), it is done in accordance with data protection laws and regulations requiring
adequate transfer mechanisms. For further information as to the transfer of your Data, please contact privacy@coca-cola.com. Your
Data will be held only as long as is necessary to implement, administer and manage your rights and obligations under the terms of your
Award documents, as well as in compliance with other laws requiring a longer retention period.


		3.4	Accuracy



You understand the Company and your
employer will take steps in accordance with applicable legislation to keep Data accurate, complete and up to date.


		3.5	Your rights



You
understand you are entitled to: 


		3.5.1	have any inadequate, incomplete
or incorrect Data corrected;



		3.5.2	request access to your Data
and additional information about the processing of that Data;



		3.5.3	object to the processing
of Data or have your Data erased, under certain circumstances; and



		3.5.4	subject to applicable law:



		(i)	restrict the processing of your Data so that it
is stored but not actively processed (e.g. while the Company assesses whether you are entitled to have Data erased); and



		(ii)	receive a copy of the Data provided in connection
with your Award or generated by you, in a common machine-readable format,



and you may exercise these rights
by contacting a local human resources representative.


		3.6	Other contacts



You understand you have the right
to contact, and may lodge a complaint with, the relevant data protection supervisory authority.


You
may also contact the EU Data Protection Officer:

Nicola Aliperti Coca-Cola Italia s.r.l.

Viale Edison 110

Building B

20099 Sesto San Giovanni (Milan)

Italy

DPO-Europe@coca-cola.com


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		4.	Country specific provisions 



The provisions below supplement section
2 (For Award recipients not located in the EEA or UK) of this Data Privacy Appendix. By accepting your Award, you confirm the following:


		4.1	If
you are subject to the laws of Canada



You authorize the Company, your employer, and your employer’s
representatives to discuss with and obtain all relevant information from all personnel (professional or not) involved in the administration
and operation of the Plan. You authorize your employer, the Company, any Affiliates and any stock or incentive plan service provider that
may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. You further authorize
your employer, the Company and any Affiliates to record this information and to keep it in your employee file.


		4.2	If you are subject to the laws of Russia 



You acknowledge that you have read,
understood and agree to the terms regarding the collection, processing and transfer of data described in section 2 (For Award recipients
not located in the EEA or UK) of this Data Privacy Appendix. Upon request of the Company or your employer, you agree to provide an executed
data privacy consent form or any similar agreements or consents that the Company or your employer may deem necessary to obtain under the
data privacy laws in Russia, either now or in the future. You understand that you will not be able to participate in the Plan if you fail
to execute any such consent or agreement that may be requested.




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2022 Awards made under

The Coca-Cola Company
2014 Equity Plan


Additional Terms


By accepting your Award you:


		1.	Plan Documents



Agree that you have been given all
relevant information and materials regarding the terms and conditions of your Award, which are set out in the rules of The Coca-Cola Company
2014 Equity Plan, as amended from time to time (the Plan), your Award Notification (including any appendices attached to it) and
these Additional Terms (including the Global Appendix set out below) (collectively, the Plan Documents).


		2.	Employment



		2.1	Acknowledge that the grant of your Award does
not form part of and does not affect or change your employment contract or your employment relationship with your employer (which is entirely
separate from the Plan). The grant of your Award and your participation in the Plan does not create a right to employment or continued
service and will not be interpreted as forming an employment or service contract with The Coca-Cola Company (the Company), your
employer or any Affiliate (as defined in the Plan). The Award does not impact the ability of the Company, your employer or any
Affiliate to terminate that employment or service relationship. All benefits granted by your Award will constitute an occasional extraordinary
payment and may not, in any way or for any purpose, be considered part of your normal remuneration or constitute consideration for any
services you provide to the Company, your employer or any Affiliate, including when calculating any other benefits. 



		2.2	Acknowledge that the Company’s decision
to grant your Award is voluntary and discretionary, and that you have no right to participate in the Plan. Acceptance of your Award and
participation in the Plan does not create any right to, or expectation of, future employment or service, future participation in the Plan
or the grant of future awards (on the same basis, or at all). The Company may at any time decide to cease offering awards under the Plan,
or amend, modify, suspend, cancel or terminate the Plan and any benefits under it.



		2.3	Acknowledge that you are not entitled to the
exercise of any discretion under the Plan in your favor, that decisions with respect to your Award and any future awards are at the sole
discretion of the Company and are final, binding and conclusive, and that you do not have any claim or right of action in respect of any
decision, omission, or discretion, which may in each case operate to your disadvantage.



		2.4	Agree, in consideration for and as a condition
of your Award, to waive all rights which might arise in connection with the Plan, including:



		2.4.1	the right to institute any claim against the
Company, your employer or any Affiliate; and 



		2.4.2	the right to pursue any claim that is allowed
by a court,



other than the right
to acquire, as relevant, $0.25 par value shares of common stock of the Company (Stock) or cash (subject to and in accordance with
the Plan).


		2.5	Acknowledge that you do not have any right to
compensation or damages for any loss (actual or potential) in relation to the Plan or your Award, including where it is forfeited on termination
of employment or cessation of services for any reason, whether or not lawful or in breach of employment laws or the terms of your employment
or service agreement, if any. 



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		3.	No transfer



Accept that you must not pledge, encumber,
assign, transfer, charge or otherwise dispose of your Award or any rights in respect of it, whether voluntarily or involuntarily (other
than to your personal representatives on death).


		4.	Modifications and additional requirements



		4.1	Agree that the Company may modify any of the
terms of your Award to be consistent with any applicable law or applicable government agency regulation where, in the opinion of the Company,
that term might otherwise conflict or be inconsistent.



		4.2	Agree that the Company may impose additional
conditions, requirements and restrictions on your Award, your participation in the Plan and any Stock or cash you acquire on vesting or
exercise of your Award, and that you will comply with them, including signing any additional agreements or undertakings.



		4.3	Agree to any amendment made to the Plan or any
term of your Award (including an amendment with retroactive effect) where the amendment is necessary or advisable to ensure the Plan or
your Award complies with any future law relating to plans of this nature or their administration (including Section 409A of the U.S. Internal
Revenue Code of 1986, as amended).



		4.4	Agree to any amendment made to any of the terms
of your Award (including rescinding your Award entirely) to correct any error that occurred in connection with the grant or documentation
of your Award.



		4.5	Acknowledge that your Award may be adjusted to
reflect a change in capital structure, in accordance with the terms of the Plan, and agree that, where your Award is over Stock and an
adjustment results in a fractional share, the fractional share may be disregarded at the Company’s discretion.



		5.	Tax



		5.1	Acknowledge that participating in the Plan will
probably have tax consequences for you and that all payments made with respect to your Award (including payments in Stock or cash) may
be subject to tax, social security and any similar charges in any country where you are employed, reside, or are otherwise subject to
tax (Tax).



		5.2	Agree that you (or your personal representative)
are ultimately responsible for and will bear any liability for any Tax in respect of your Award and your participation in the Plan, and
understand that this liability may exceed any amounts withheld and paid on your behalf. 



		5.3	Acknowledge that the Company, your employer,
an Affiliate, any trustee of any employee benefit trust and any third party service provider (each, a Withholding Person) is entitled
to do any, all or a combination of the following methods (where relevant) to enable a Withholding Person to raise an amount it considers
necessary or desirable to recover the Liabilities:



		5.3.1	sell or procure the sale on your behalf of a
sufficient number of the Stock you acquire on vesting or exercise of your Award;



		5.3.2	reduce the number of Stock you acquire on vesting
or exercise of your Award accordingly and settle the balance in cash; and



		5.3.3	withhold amounts from:



		(i)	proceeds of sale under section 5.3.1;



		(ii)	the balance settled in cash under section 5.3.2;
and



		(iii)	any other cash payments of any kind owed to you.



For these purposes,
Liabilities means any obligation on the Withholding Person to pay or account for Tax, any unpaid exercise price, any associated
costs (including under section 7 (Costs)) and any amount you owe to the Company, your employer or any Affiliate due to any obligation
of any nature whatsoever (including under a loan, the Company’s tax equalization program or any travel or expenses policy) to the
extent that the Company, the employer or any Affiliate in its reasonable judgement determines you owe them that amount.


    	13



    	 



    

		5.4	Agree that, for tax purposes, and where allowed
by applicable law, you are deemed to have received the full number of Stock where the number of Stock you acquire is reduced under section
5.3.2.



		5.5	Agree that, where permitted by the Company, you
may elect to satisfy Tax and/or pay any exercise price by delivering (including by attestation) Stock to the Company.



		5.6	Agree that if a Withholding Person’s obligation
to pay or account for Tax cannot or has not been fully satisfied by the above methods, you must pay to the Withholding Person an amount
sufficient to enable them to discharge that obligation.



		5.7	Agree to enter any tax elections for particular
tax and/or social security treatment, execute any documents, give any directions and take any action as may be requested by the Company,
your employer or any Affiliate in relation to any Liabilities.



		5.8	Acknowledge that the Company, your employer and
any Affiliate do not guarantee or warrant any particular Tax treatment in relation to your Award, the cash or Stock you acquire in connection
with your Award (including any dividends on Stock), or your participation in the Plan and that they are not under any obligation to structure
the Award in a Tax favorable way or avoid adverse Tax treatment in any jurisdiction. 



		5.9	Acknowledge that neither the Company, your employer
nor any Affiliate will be liable for any Tax, interest, penalties or other amounts owed by any taxpayer as a consequence of the Plan or
an Award and that any Tax information provided is for guidance purposes only. 



		5.10	Accept that the cash or Stock subject to your
Award may only vest or be exercised (as applicable) if satisfactory arrangements are in place to enable all Withholding Persons to obtain
the funds needed to satisfy any Liabilities.



		5.11	Acknowledge that the vested (and, if applicable,
exercised) Stock or cash subject to your Award may not be delivered or paid to you unless you have complied with your obligation to pay
the Liabilities.



		6.	Internationally mobile employees



		6.1	Acknowledge that if you are a mobile employee,
meaning that you are based in different jurisdictions during the course of your employment or service that you are or may be subject to
Tax in more than one country, you are strongly encouraged to inform the Company and your employer, and to speak with your personal tax
adviser regarding the tax treatment of your participation in the Plan.



		6.2	Accept that, if you are a mobile employee, the
Company or your employer may be required to withhold for Tax in more than one jurisdiction.



		6.3	Accept that if you are a “Global Mobility
Associate” as defined in the Company’s Global Mobility Policy (or the equivalent under any applicable international service
policy from time to time), you remain responsible for all Tax except where expressly stated otherwise in that policy and/or the Company’s
tax equalization program. A copy of the Company’s Global Mobility Policy is available on the Company’s intranet.



    	14



    	 



    

		7.	Costs



Agree that you are responsible for
the payment of any fees, dealing, commission or currency conversion costs or any other costs associated with your Award, including costs
associated with the payment of any cash and the sale of any Stock.


		8.	Notices 



		8.1	Agree that any notice or other communication
required in relation to your Award will be given in writing, which may include electronic means.



		8.2	Agree that any notice or other communication
to be given to you in connection with your Award may be delivered by electronic means (including by email, or through the Company or your
employer’s intranet or a share plan portal), personally delivered, or sent by ordinary post to the principal address on file for
you from time to time with the Company, your employer, an Affiliate or the Company’s agents.



		8.3	Agree that any notice or other communication
to be given to the Company or its agents in connection with your Award may be delivered or sent to its registered office or to such other
place and by such means as communicated to you by or on behalf of the Company from time to time.



		8.4	Accept that notices or other communications:



		8.4.1	sent electronically will be deemed to have been
received immediately (if sent during usual business hours) or at the opening of business on the next business day (if sent outside usual
business hours);



		8.4.2	that are personally delivered will be deemed
to have been received when left at the relevant address (if left during usual business hours) or at the opening of business on the next
business day (if left outside usual business hours); and



		8.4.3	sent by post will be deemed to have been received
24 hours after posting to a U.S. address or 3 days after posting to an address outside the U.S.,



unless there is evidence to the contrary.


		8.5	Agree that all notices or communications to be
given to you are given and sent at your risk and that neither the Company, your employer nor any Affiliate has any liability in respect
of any notice or communication given or sent, nor need they be concerned to see that you actually receive it.



		9.	Insider trading and market abuse



		9.1	Acknowledge that rules on insider trading, dealing
notification requirements, and market abuse laws may apply in relation to any actions or decisions taken relating to your Award, including
in relation to the acceptance, vesting, exercise or settlement of your Award, the delivery or payment of any Stock or cash, and the sale
of any Stock. These rules, requirements and laws:



		9.1.1	are separate from and in addition to the requirements
that apply to you under The Coca-Cola Company Global Insider Trading Compliance Policy; and



		9.1.2	may prohibit or delay your actions or decisions.




		9.2	Agree that it is your responsibility to comply
with the rules, requirements and laws referred to in section 9.1. You should consult with your personal legal adviser on these matters.



    	15



    	 



    

		10.	Currency risk



		10.1	Acknowledge that if any Stock relating to your
Award is traded in a currency that is not the currency in your jurisdiction, the value of the Stock may also be affected by movements
in the exchange rate.



		10.2	Agree that neither the Company, your employer
nor any Affiliate is liable for any loss due to movements in the exchange rate nor any charges imposed in relation to the conversion or
transfer of money.



		11.	No advice



		11.1	Confirm you are accepting your Award and participating
in the Plan voluntarily and understand that the Company is not making any recommendations regarding your Award or any Stock or cash relating
to your Award.



		11.2	Agree that neither the Company, your employer,
any Affiliate nor any person or entity acting on their behalf has provided you with any legal, investment, tax (including reporting) or
financial advice with respect to your participation in the Plan, your Award or any Stock or cash acquired upon vesting or exercise of
your Award. You should consult with your own suitably qualified advisers before taking any action under the Plan. 



		11.3	Acknowledge that the information and materials
provided do not take into account your objectives, financial situation or needs and that if you do not understand the contents of the
Plan Documents, or you are in any doubt, you should consult an independent authorized financial adviser.



		11.4	Agree you will have no remedies for any statement,
representation, assurance or warranty that is not set out in your Plan Documents.



		12.	No guarantee



		12.1	Acknowledge that neither the Company, your employer
nor any Affiliate guarantees a specified level of return in respect of your Award or any Stock.



		12.2	Acknowledge
                                            that there is a risk that any Stock relating to your Award may fall as well as rise in value,
                                            that the future value of Stock cannot be predicted with certainty and that market forces
                                            will impact the price of any Stock relating to your Award and, in the worst case, the market
                                            value of the Stock may become zero. More information in relation to the Company, including
                                            its share price, can be found at https://www.coca-colacompany.com/. 



		13.	No public offer



		13.1	Acknowledge that your Award is being offered
to you in your capacity as an employee of the Company’s group and that the offer is not intended for the general public and may
not be used for any public offer.



		13.2	Acknowledge that the Company is not required
to deliver any Stock or cash on settlement of your Award before it completes, on terms to its satisfaction, any registration, listing,
exemption or qualification or other legal requirements or obtains any clearance or approval that the Company considers is necessary or
desirable, and you agree to provide any information, make any agreements and give any representations that the Company requests as part
of this process.



		13.3	Agree that the Company may (whether under Section
17.7(b) of the Plan or otherwise) refuse to deliver any Stock or cash where the Company considers the delivery of Stock or cash may conflict
or be inconsistent with applicable law or applicable government agency regulation.



		13.4	Acknowledge that neither the Company, your employer
nor any Affiliate is under any obligation to register, exempt or qualify, or seek clearance or approval for, your Award or any Stock or
cash that you may acquire in connection with your Award.



    	16



    	 



    

		13.5	Acknowledge that your Award may not have been
authorized or approved by any applicable securities authorities and may have been offered pursuant to an exemption from registration in
your local jurisdiction. 



		13.6	Acknowledge that the regulatory bodies in your
jurisdiction accept no responsibility for the accuracy and completeness of the statements and information contained in the Plan Documents
and take no liability whatsoever for any loss arising from reliance upon the whole or any part of the contents of those documents.



		13.7	Acknowledge that a prospectus or similar offering
or registration document may not have been prepared, authorized or approved by any applicable authority in any jurisdiction outside the
United States.



		14.	Exchange controls and any reporting requirements



		14.1	Accept that exchange control regulations and/or
foreign asset reporting requirements may apply to you in respect of your Award and/or any Stock or cash acquired in connection with your
Award, and that you are solely responsible for complying with those regulations and requirements. 



		14.2	Agree that neither the Company, your employer
nor any Affiliate are responsible for obtaining exchange control approval or making any reports on your behalf, nor for monitoring compliance
with those regulations and requirements and that if you fail to obtain any required exchange control approval or make the necessary reports,
neither the Company, your employer nor any Affiliate will be liable in any way for any resulting fines or penalties. You should seek independent
professional advice if you are unsure about the obligations that apply to you as a result of your participation in the Plan.



		14.3	Accept that you are solely responsible for complying
with any filing, notification or reporting requirements in respect of: 



		14.3.1	your participation in the Plan and/or 



		14.3.2	benefits received under the Plan, 



as required by the
local law in any jurisdiction. The Company accepts no responsibility for your failure or delay in complying with such requirements. If
you are in any doubt as to what actions you should take, you should consult a duly authorized independent adviser.


		15.	General



		15.1	Consent to the use of electronic communications
in connection with the Plan.



		15.2	Confirm that references to “employer”
throughout these Additional Terms include your former employer, where applicable.



		15.3	Agree that all determinations and decisions on
questions of interpretation in respect of your Award and the Plan Documents will be made by the Company (or any committee on its behalf)
in its sole and absolute discretion. Those determinations and decisions will be final, binding and conclusive. Any references to determinations
or decisions made, or actions taken, by the “Company” as referred to in these Additional Terms include any committee acting
on its behalf.



		15.4	Agree that if any provision of your Plan Documents
is held to be invalid, illegal or unenforceable for any reason by any court in any jurisdiction then, for the purposes of that jurisdiction
only:



		15.4.1	such provision will be deleted; and



		15.4.2	the remaining provisions will continue in full
force and effect.



    	17



    	 



    

		15.5	Agree that if the Company waives a breach of
one or more provisions in the Plan Documents, this does not constitute a waiver of any other provision of the Plan Documents, or a waiver
of any subsequent breach of the Plan Documents (by you or anyone else).



		15.6	Accept that:



		15.6.1	the federal laws of the United States of America
and the state laws of the State of Delaware, United States of America, govern your Plan Documents and your Award without regard to the
conflict of law provisions; and 



		15.6.2	the courts of the United States District Court
for the District of Delaware or the Delaware Superior Court, New Castle County have exclusive jurisdiction in respect of disputes arising
under or in connection with the Plan or your Award,



and you waive any
current or future objection you may have to this choice of law and jurisdiction.


		16.	English language (this applies if you have received an English language
version only of any Plan Document)



		16.1	Accept that you fully understand the contents
of the English language version of the Plan Documents.



		16.2	Acknowledge that you do not need a translation
of the Plan Documents and that you are fluent and regularly conduct business in the English language as part of your duties and responsibilities
to your employer.



		17.	Translations (this applies if you have received a Plan Document in a language
other than English)



		17.1	Agree that if there is any conflict between the
terms of the English language version of the Plan Documents and a version in any other language, the English language version will prevail.



		18.	Options (this applies if your Award Notification specifies that your Award
is an Option)



		18.1	Understand that, in order to exercise your Award,
you will need to pay the exercise price. 



		18.2	Acknowledge that you will be informed of the
acceptable forms and methods of paying the exercise price when you come to exercise your Award.



		19.	Restricted resale (this applies if your Award is over Stock)



Acknowledge that any Stock you may
acquire upon settlement of your Award may be subject to restrictions on transfer and resale in your local jurisdiction and you agree that
you will comply with those restrictions, including that you will not offer, sell, advertise or otherwise market the Stock (or cause any
of these to occur) in circumstances which constitute any type of public offering of securities, unless an exemption applies.


		20.	Performance conditions (this applies if your Award Notification specifies
that your Award is subject to performance conditions)



		20.1	Accept that the vesting of your Award is conditional
on the satisfaction of one or more performance conditions as set out in the Performance Criteria Appendix to your Award Notification (the
Performance Criteria) and, to the extent the Performance Criteria are not satisfied, your Award may be forfeited.



		20.2	Accept that the Performance Criteria may be altered
in the circumstances specified in Section 10.2 of the Plan.



    	18



    	 



    

		21.	Malus and clawback (this applies if your Award Notification specifies that
your Award is subject to “Malus and clawback”)



		21.1	Agree that any benefits
you may receive with respect to your Award will be subject to reduction, cancellation, repayment, forfeiture or recoupment if there is
a determination that the vesting of, or amount realized from, your Award was based on:



		21.1.1	materially inaccurate financial statements; or



		21.1.2	any other materially inaccurate performance metric
criteria,



and you acknowledge that this applies
regardless of whether you caused or contributed to the material inaccuracy.


		21.2	Agree that the Company may also seek to recover
your Award where required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback”
provision required by applicable law, regulation or listing standards, including the listing standards of the New York Stock Exchange,
and you authorize such recovery.



		22.	Stock ownership guidelines (this only applies if you are subject to the Company’s
stock ownership guidelines)



		22.1	Accept that if you have not met the Company’s
stock ownership guidelines before the applicable compliance deadline but you are a “Section 16 officer” under the U.S.
Securities Exchange Act of 1934, you are prohibited from selling 50% of any Stock you obtain upon vesting or exercise of your Award until
you meet the relevant guidelines, except for any Stock that is sold or cash settled to cover Tax and any exercise price.



		22.2	Accept that if you have not met the guidelines
by the applicable compliance deadline, you are prohibited at all times after that compliance deadline from selling any Stock you
obtain on vesting or exercise of your Award, except for any Stock that is sold or cash settled to cover Tax, commissions and fees and
any exercise price. Once you meet the guidelines, you can sell Stock in excess of the guidelines.





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Global Appendix – Equity Awards4


		1.	If you are subject to the laws of the European Union



This offer is being made to selected
employees as part of an employee incentive program in order to provide an additional incentive and to encourage employee share ownership
and to increase your interest in the success of the Company. The company offering these rights is The Coca-Cola Company. The Stock which
is the subject of these rights is new or existing par value common stock in the Company. More information in relation to the Company including
the stock price can be found at the following web address: https://investors.coca-colacompany.com/.


The obligation to publish a prospectus
does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum number of Stock which is the subject of this
offer is [total number of stock awarded for this offer].


		2.	If
you are subject to the laws of Argentina



Neither the Award nor the underlying
Stock are publicly offered or listed on any stock exchange in Argentina.


This provision applies if your Award
Notification specifies that your Award is an Option:


Depending upon the method of exercise
chosen for the Option, you may be subject to restrictions with respect to the purchase and/or remittance of U.S. dollars pursuant to Argentine
currency exchange regulations. The Company reserves the right to restrict the methods of exercise if required or advisable to comply with
Argentine laws. 


		3.	If
you are subject to the laws of Australia



The grant of Awards under the Plan
is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional
details are set forth in the Australia Offer Document, which is available on the plan administrator website.


The offer is intended to receive tax deferred treatment under
Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). The conditions to receive such treatment are contained in the Award Agreement.


		4.	If you are subject to the laws of Belgium



If your Award Notification specifies
that your Award is an Option, you confirm you have read and understood the information regarding the Belgian taxation of Options which
has been separately made available to you by email and/or on the plan administrator website. You should review this information thoroughly
before accepting your Option grant.

 



4
If you are subject to the laws of any of the following countries, there are no country-specific
provisions for your country in this appendix: Bangladesh, Costa Rica, Dominican Republic, Ecuador, Egypt, Japan, Kenya, Korea, Malaysia,
Nigeria, Puerto Rico, Serbia, Sri Lanka, Swaziland, Taiwan, Thailand and Ukraine.

 



    	20



    	 



    

		5.	If
you are subject to the laws of Brazil



By accepting the Award, you agree
that you are (i) making an investment decision, and (ii) the value of the underlying Stock is not fixed and may increase or decrease in
value over the vesting or exercise period without compensation to you.


		6.	If
you are subject to the laws of Canada



For purposes of your Award, your employment
will be considered terminated and your right (if any) to vest in any Award or exercise any Option after such termination (regardless of
the reason for such termination and whether or not later found to be invalid, unlawful or in breach of the employment laws in the jurisdiction
where you are employed or the terms of your employment agreement, if any) will be measured as of the earlier of: (a) the date your employment
with the Company or one of its Subsidiaries (as defined in the Plan) or Affiliates is terminated, (b) the date you receive written notice
of termination from the Company or a Subsidiary or Affiliate, regardless of any notice period or period of pay in lieu of such notice
mandated under the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any, or (c)
the date you are no longer employed by the Company or any of its Subsidiaries or Affiliates. You will not be entitled to a pro-rata portion
of the Award for any time before the date on which your right to vest terminates, nor will you be entitled to any compensation for lost
vesting. In the event the date on which you are no longer actively providing services cannot be reasonably determined under the terms
of your Award, the Company, in its sole discretion, shall determine when you are no longer employed for purposes of the Award (including
whether you may still be considered employed or actively providing services while on a leave of absence).


Notwithstanding the foregoing, if applicable
employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to
vest in the Award under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you
will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you
be entitled to any compensation for lost vesting.


In
addition to any restrictions on resale and transfer noted in the Plan Documents, Stock acquired pursuant to the Plan will be subject to
certain restrictions on resale imposed by Canadian provincial securities laws (in general, you may not resell your Stock to Canadian purchasers).
Accordingly, you are encouraged to seek legal advice prior to any resale of the Stock.


Furthermore, notwithstanding anything
to the contrary in the Plan or the Award Agreement, Awards granted to Canadian residents shall only be settled in Stock and shall not
be settled in cash.


The
following terms and conditions apply if you are resident in Quebec:


You agree that you wish the Plan Documents
to be drawn up in English.


Vous confirmez que vous souhaitiez
que les Documents du Plan soient rédigés en anglais

 



    	21



    	 



    

		7.	If
you are subject to the laws of Chile



Neither the Company, the Plan nor
the Stock have been registered in the Registro de Valores (Securities Registry) or in the Registro de Valores Extranjeros
(Foreign Securities Registry) of the Comisión para el Mercado Financiero de Chile (Chilean Commission for the Financial
market or CMF) and they are not subject to the control of the CMF. The Plan is governed by General Regulation 336. As the Stock is not
registered, the Company has no obligation under Chilean law to deliver public information regarding the Stock in Chile. Shares of Stock
cannot be publicly offered in Chile unless they are registered with the CMF.


Ni
The Coca-Cola Company, ni el Plan ni las Acciones han sido registradas en el Registro de Valores o en el Registro de Valores Extranjeros
que lleva la Comisión para el Mercado Financiero de Chile (CMF) y ninguno de ellos está sujeto a la fiscalización
de la CMF. Esta oferta de Acciones se acoge a la Norma de Carácter General 336. Por tratarse de valores no inscritos, el emisor
de las Acciones no tiene obligación bajo la ley chilena de entregar en Chile información pública acerca de las Acciones.
Las Acciones no pueden ser ofrecidas públicamente en Chile en tanto éstas no se inscriban en el Registro de Valores correspondiente.


		8.	If you are subject to exchange control restrictions imposed by the China State
Administration of Foreign Exchange (SAFE), as determined by the Company in its sole discretion



Notwithstanding
any other provision in the Plan Documents, the following provisions apply in the event of the termination of your employment (as interpreted
in accordance with the Employment Events Appendix) with the Company or a Subsidiary (as defined in the Plan) (1) because of your Disability,
or (2) after attaining age 55:


Awards that are Options and Awards
held at least 12 months will immediately vest and will be settled in cash. The cash amount will be determined based on the closing price
of the Stock on the date of your termination of employment (or, if a non-trading day, the next trading day) or the exercise of your Option
(if applicable) within the post-termination exercise period stated below. Awards that are not Options and that are held less than 12 months
from the date of grant are forfeited.


Where Performance Criteria apply,
the Performance Criteria will be measured over a shortened performance period, ending at the end of the year prior to your termination
of employment.


If your Award is an Option, the period
over which you may exercise your Option expires upon earlier of (1) six months from your termination of employment or (2) the Option expiration
date provided in the Plan Documents.


The Company has the discretion to
arrange for the sale of any Stock issued upon settlement of your Award, either immediately upon settlement or at any time thereafter.
In any event, if you terminate employment, you will be required to sell all Stock acquired upon settlement of the Award within such time
period as required by the Company in accordance with SAFE requirements. Any Stock remaining in your brokerage account at the end of this
period shall be sold by the broker (on your behalf pursuant to this authorization and without further consent). In addition, any Award
that has not vested by the end of this period will then immediately be forfeited. The Company shall have the exclusive discretion to determine
when your employment has been terminated for the purposes of the Award.


You agree to sign any additional agreements,
forms and/or consents that reasonably may be requested by the Company (or the Company’s designated broker) to effectuate the sale
of the Stock (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and
shall otherwise cooperate with the Company with respect to such matters. You acknowledge that neither the Company nor the designated broker
is under any obligation to arrange for the sale of Stock at any particular price (it being understood that the sale will occur in the
market) and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Stock is sold, the
sale proceeds, less any withholding for applicable taxes, any broker’s fees or commissions, and any similar expenses of the sale
will be remitted to you in accordance with applicable exchange control laws and regulations.

 



    	22



    	 



    

By accepting the Award, you acknowledge
that you understand and agree that you are not permitted to transfer any Stock acquired under the Plan out of your account established
with the Company’s designated broker until the Stock is sold. The limitation applies to all Stock issued to you under the Plan,
whether or not you remained employed with the Company or a Subsidiary.


You understand and agree that you will
be required to immediately repatriate to China the proceeds from the sale of any Stock acquired under the Plan and any such dividends
paid on such shares. You further understand that such repatriation proceeds may need to be effected through a special bank account established
by the Company (or a Subsidiary or Affiliate in China), and you hereby consent and agree that any sale proceeds and cash dividends may
be transferred to such special account by the Company (or a Subsidiary or Affiliate in China) on your behalf prior to being delivered
to you and that no interest shall be paid with respect to funds held in such account.


The proceeds may be paid to you in
U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you in U.S. dollars, you understand that
a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the
proceeds are paid to you in local currency, you acknowledge that the Company (and its Subsidiaries and Affiliates) are under no obligation
to secure any particular exchange conversion rate and that the Company (and its Subsidiaries and Affiliates) may face delays in converting
the proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time
the Stock is sold and the net proceeds are converted into local currency and distributed to you. You further agree to comply with any
other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements
in China.


In addition to the vesting schedule
for your Award, settlement of the Award is also conditioned on the continued effectiveness of the Company’s registration of the
Plan with SAFE (the SAFE Registration Requirement). If or to the extent the Company is unable to maintain the registration, no
Stock for which a registration cannot be maintained shall be issued. In this case, the Company retains the discretion to settle any Award
for which the vesting schedule, but not the SAFE Registration Requirement, has been met in cash paid through local payroll in an amount
equal to the market value of the Stock subject to the Award less any withholding for applicable taxes.


The Company (and its Subsidiaries and
Affiliates) shall not be liable for any costs, fees, lost interest or dividends or other losses that you may incur or suffer resulting
from the enforcement of the foregoing terms or otherwise from the Company’s operation and enforcement of the Plan, the Award Agreement,
and the Award in accordance with any applicable laws, rules, regulations and requirements.


		9.	If
you are subject to the laws of Colombia



You acknowledge that pursuant to Article
128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any legal purpose.

 



    	23



    	 



    

		10.	If
you are subject to the laws of France



By accepting the Award, you confirm
that you have read and understood the Plan Documents, which were provided in English. You accept the terms of those Plan Documents and
confirm that you have a good knowledge of the English language.


En acceptant ce paiement, vous confirmez
avoir lu et compris les documents relatifs à ce plan d’incitation à long terme (qui vous ont été fournis
en anglais) et que vous acceptez les termes de ce plan. 


		11.	If
you are subject to the laws of Hong Kong



WARNING:


The contents of the Plan Documents
have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you
are in any doubt about any of the contents of the Plan Documents, you should obtain independent professional advice.


This offer to receive an Award under
the Plan (the Offer) is strictly private and only available to eligible employees of [name of Hong Kong company]. The Offer has
also not been approved by the Securities and Futures Commission in Hong Kong and it should not be made in whole or in part to the public
or any third-party.


No Awards granted under the Plan may
be transferred or assigned, except as expressly permitted by the Company in writing.


Sale of Stock. Any Stock received
at vesting is accepted as a personal investment. In the event that any portion of this Award vests within six months of the grant date,
you agree that you will not offer to the public or otherwise dispose of the Stock acquired prior to the six-month anniversary of the grant
date.


		12.	If
you are subject to the laws of India



You must repatriate to India all funds resulting from the sale
of Stock acquired in relation to your Award within 90 days, and all proceeds from the receipt of any dividends within 180 days. You should
receive a foreign inward remittance certificate (FIRC) from your bank where you deposit the foreign currency. You should maintain
the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or your employer requests proof of repatriation.


		13.	If you are subject to the laws of Indonesia 



A translation of the documents relating
to this grant into Bahasa Indonesia can be provided to you upon request to your local human resources representative. By accepting the
grant of the Award, you (i) confirm having read and understood the documents relating to this grant which were provided in the English
language, (ii) accept the terms of those documents accordingly, and (iii) agree not to challenge the validity of this document based on
Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).


Terjemahan dari dokumen-dokumen terkait
dengan pemberian ini ke Bahasa Indonesia dapat disediakan bagi anda berdasarkan permintaan kepada perwakilan sumber daya manusia lokal
anda. Dengan menerima pemberian Award, anda (i) mengkonfirmasi bahwa dirinya telah membaca dan mengerti dokumen-dokumen yang terkait dengan
pemberian ini yang disediakan dalam Bahasa Inggris, (ii) menerima syarat-syarat dari dokumen-dokumen tersebut, dan (iii) setuju untuk
tidak mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang No. 24 Tahun 2009 tentang Bendera, Bahasa, dan Lambang
Negara, Serta Lagu Kebangsaan atau Peraturan Presiden pelaksananya (ketika diterbitkan).

 





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		14.	If
you are subject to the laws of Italy



By accepting the grant of the Award,
you acknowledge that you have received a copy of the Plan Documents, you have reviewed the Plan Documents in their entirety and you fully
understand and accept all provisions of the Plan Documents. You further acknowledge that you have read and expressly approve the following
sections of the Additional Terms: section 2 (Employment); section 4 (Modifications and additional requirements); section 5 (Tax); and
section 15 (General).


		15.	If
you are subject to the laws of Mexico



By participating in the Plan, you acknowledge
that you have received a copy of the Plan, reviewed the Plan in its entirety and fully understand and accept all provisions of the Plan.
You further acknowledge that you have read and expressly approve the terms and conditions set forth in section 2 (Employment) of the Additional
Terms, in which the following is clearly described and established: (i) your participation in the Plan does not constitute an acquired
right; (ii) the Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis; (iii) your participation
in the Plan is voluntary; and (iv) the Company and its Subsidiaries (as defined in the Plan) are not responsible for any decrease in the
value of the underlying Stock.


By participating in the Plan, you expressly
recognize that The Coca Cola Company, with registered offices at One Coca-Cola Plaza, Atlanta, Georgia 30313, USA, is solely responsible
for the administration of the Plan and that your participation in the Plan and acquisition of Stock does not constitute an employment
relationship between you and the Company since you are participating in the Plan on a wholly commercial basis. Based on the foregoing,
you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights
between you and the Company and do not form part of the employment conditions and/or benefits provided by the Company and any modification
of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.


You further understand that your participation
in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right
to amend and/or discontinue your participation at any time without any liability to you.

 





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Finally, you hereby declare that you
do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the
Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, branches,
representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.


Al participar en el Plan, usted reconoce
que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende y acepta en su totalidad, todas y cada una
de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente los términos y condiciones señalados
en el párrafo titulado Naturaleza de la Oferta en el Convenio, en lo que claramente se describe y establece lo siguiente: (i) su
participación en el Plan no constituye un derecho adquirido; (ii) el Plan y su participación en el Plan son ofrecidos por
la Compañía sobre una base completamente discrecional; (iii) su participación en el Plan es voluntaria; y (iv) la
Compañía y sus Afiliadas no son responsables de ninguna por la disminución en el valor de las Acciones subyacentes.


Al participar en el Plan, usted reconoce
expresamente que The Coca-Cola Company, con oficinas registradas en One Coca-Cola Plaza, Atlanta, Georgia 30313, Estados Unidos de América,
es la única responsable por la administración del Plan, y que su participación en el Plan, así como la adquisición
de las Acciones, no constituye una relación laboral entre usted y la Compañía, debido a que usted participa en el
plan sobre una base completamente mercantil. Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera
obtener por su participación en el Plan, no establecen derecho alguno entre usted y la Compañía, y no forman parte
de las condiciones y/o prestaciones laborales que la Compañía ofrece, y que las modificaciones al Plan o su terminación,
no constituirán un cambio ni afectarán los términos y condiciones de su relación laboral.


Asimismo usted entiende que su participación
en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía
se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier momento, sin que usted incurra en responsabilidad
alguna.


Finalmente, usted declara que no se
reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía, por concepto
de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios derivados del Plan, y
por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus Afiliadas, sucursales, oficinas
de representación, sus accionistas, funcionarios, agentes o representantes legales, con respecto a cualquier reclamación
que pudiera surgir.


The Stock underlying your Award has not been registered with
the National Register of Securities maintained by the Mexican Banking and Securities Commission and may not be offered or sold publicly
in Mexico. The Plan Documents may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing
relationship with the Company and its Subsidiaries and may not be reproduced or copied in any form. The offer contained in these materials
is addressed solely to the present employees of the Company and its Subsidiaries in Mexico and any rights under the Plan may not be assigned
or transferred. The Stock underlying your Award will be offered pursuant to a private placement exception under the Mexican Securities
Law.


		16.	If you are subject to the laws of New Zealand



You are being offered an Award which,
if vested, will entitle you to acquire Stock in accordance with the terms of the Plan Documents. The Stock, if issued, will give you a
stake in the ownership of the Company. You may receive a return if dividends are paid.


If the Company runs into financial difficulties
and is wound up, you will be paid only after all creditors and holders of preference shares (if any) have been paid. You may lose some
or all of your investment, if any.


New Zealand law normally requires people
who offer financial products to give information to investors before they invest. This information is designed to help investors to make
an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, you may
not be given all the information usually required. You will also have fewer other legal protections for this investment. You are advised
to ask questions, read all documents carefully, and seek independent financial advice before committing.

 





    	26



    	 



    

The Stock is quoted on the New York Stock
Exchange. This means that if you acquire Stock under the Plan, you may be able to sell the Stock on the New York Stock Exchange if there
are interested buyers. You may get less than you invested. The price will depend on the demand for the Stock.


For information on risk factors impacting
the Company’s business that may affect the value of the Stock, you should refer to the risk factors discussion on the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are
available online at www.sec.gov, as well as on the Company’s “Investor Relations” website at https://investors.coca-colacompany.com/.


		17.	If
you are subject to the laws of Peru



The grant of the Award is considered
a private offering in Peru; therefore, it is not subject to registration in Peru. For more information concerning the offer, please refer
to the Plan Documents and any other materials or documentation made available by the Company. For more information regarding the Company,
please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities
and Exchange Commission and are available at www.sec.gov, as well as the Company’s “Investor Relations” website
at https://investors.coca-colacompany.com/.


By accepting the Award, you acknowledge
that the Award is being granted ex gratia with the purpose of rewarding you.


		18.	If
you are subject to the laws of Philippines



The following wording is hereby
made a part of the Plan Documents: 


The securities being offered or sold
under the Plan have not been registered with the Philippine Securities and Exchange Commission under the Philippine Securities Regulation
Code. Any future offer or sale of the securities in the Philippines is subject to registration requirements under the Securities Regulation
Code unless such offer or sale qualifies as an exempt transaction.


This applies if your Award Notification
specifies that your Award is an Option:


Notwithstanding any terms or conditions
of the Plan Documents, you acknowledge and agree that you will be restricted to the cashless sell-all method of exercise. To complete
a cashless sell-all exercise, you must to instruct the broker to (i) sell all of the Stock issued upon exercise of the Option; (ii) use
the proceeds to pay the exercise price, any applicable Liabilities and brokerage fees or commissions; and (iii) remit the balance in cash
to you. You will not be permitted to hold the Stock after exercise. Depending on the development of local laws, the Company reserves the
right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise
or any other method of exercise and payment of Liabilities permitted under the Plan.

 





    	27



    	 



    

		19.	If
you are subject to the laws of Russia



Information contained in the Plan
Documents does not constitute an advertisement of any securities in Russia and must not be passed on to third parties or otherwise be
made publicly available in Russia. The Awards and the Stock to be granted under the Plan have not been and will not be registered in Russia
and are not intended for ‘placement’ or ‘circulation’ in Russia.


		20.	If
you are subject to the laws of Singapore



You acknowledge that the Plan Documents
have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Plan Documents and any other document
or material in connection with the offer or sale, or invitation for subscription or purchase of the Stock may not be circulated or distributed,
nor may the Stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than pursuant to, and in accordance with the conditions of, an exemption under any provision (other than
Section 280) of Subdivision (4) of Division 1 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore.


The Awards under the Plan are prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).


		21.	If
you are subject to the laws of South Africa



By accepting the Award, you agree
to immediately notify your employer of the amount of any income realized upon exercise or vesting of the Award. If you fail to advise
your employer of the income realized upon exercise or vesting of the Award, then you may be liable for a fine. You personally will be
responsible for paying the difference between the actual tax liability and the amount withheld by the Company or your employer.


The documents listed below are available
for your review on the Company’s website at https://investors.coca-colacompany.com/ and the Company’s intranet:


1.                  
The Company’s most recent annual financial statements; and


2.                  
The Company’s most recent Plan prospectus.


A copy of the above-listed documents will be sent to you free
of charge on written request to Global Equity, The Coca-Cola Company, at One Coca-Cola Plaza, Atlanta, Georgia 30313, USA. You should
read these materials carefully before making a decision whether to participate in the Plan.


		22.	If you are subject to the laws of Spain



By accepting the Award, you acknowledge
that you consent to participation in the Plan and have received a copy of the Plan Documents. Except as otherwise provided in the Plan
Documents, termination of your employment for any reason (including for the reasons listed below) will automatically result in the forfeiture
of any unvested Awards; in particular, you understand and agree that such Awards will be forfeited without entitlement to the underlying
Stock or to any amount as indemnification in the event of a termination of your employment prior to vesting by reason of, including, but
not limited to, resignation, disciplinary dismissal with or without cause, individual or collective layoff with or without cause, material
modification of employment under Article 41 of the Worker’s Statute, relocation under Article 40 of the Worker’s Statute,
Article 50 of the Worker’s Statute, Article 10.3 of Royal Decree 1382/1985 and unilateral withdrawal by your employer.


 





    	28



    	 



    

Furthermore, you understand that the
Company has unilaterally, gratuitously, and in its sole discretion decided to grant Awards under the Plan to individuals who may be employees
of the Company’s group throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition
that any grant will not bind the Company or any Subsidiary (as defined in the Plan) or Affiliate, other than to the extent set forth in
the Plan Documents. Consequently, you understand that the Awards are offered on the assumption and condition that the Awards and any Stock
acquired under the Plan are not part of any employment contract (either with the Company or any Subsidiary or Affiliate), and shall not
be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition,
you understand that this offer would not be made but for the assumptions and conditions referred to above; thus, you acknowledge and freely
accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant
of or right to the Award shall be null and void.


		23.	If
you are subject to the laws of Sweden



The following provision
supplements section 5 (Tax) of the Additional Terms:


Without limiting the authority of
any Withholding Person to satisfy their withholding obligations for Tax as set forth in section 5 (Tax) of the Additional Terms, by accepting
the grant of the Award, you authorize any Withholding Person to withhold or to sell Stock otherwise deliverable to you to satisfy Tax,
regardless of whether the Withholding Person has an obligation to withhold such Tax.


		24.	If
you are subject to the laws of Switzerland



The offering of the Plan in Switzerland
is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (FinSA) because such
offering by the Company is made exclusively to current or former members of the board of directors, members of the management board or
employees of the Company, the employer and its Affiliates. The Plan Documents do not constitute a prospectus pursuant to FinSA, and no
such prospectus has been or will be prepared for or in connection with the offering of the Plan.


		25.	If
you are subject to the laws of Turkey



Under Turkish law, you are not permitted
to sell any Stock acquired under the Plan in Turkey. The shares are currently traded on the New York Stock Exchange, which is located
outside of Turkey, under the ticker symbol “KO” and the Stock may be sold through this exchange.


You acknowledge that any activity related to investments in
foreign securities (e.g. the sale of Stock) should be conducted through a bank or financial intermediary institution licensed by the Turkey
Capital Markets Board and should be reported to the Turkish Capital Markets Board. You are solely responsible for complying with this
requirement and should consult with a personal legal advisor for further information regarding any obligations in this respect.


 





    	29



    	 



    

		26.	If you are subject to the laws of the United Arab Emirates



The Awards are granted under the Plan
only to select employees of the Company’s group and are in the nature of providing employee equity incentives in the United Arab Emirates.
The Plan Documents are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person.
Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the
contents of the Plan Documents, you should consult an authorized financial adviser. The Emirates Securities and Commodities Authority
has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai
Department of Economic Development has approved the Plan Documents nor taken steps to verify the information set out herein, and has no
responsibility for such documents.


		27.	If
you are subject to the laws of the United Kingdom



This offer is being made to selected
employees as part of an employee incentive program in order to provide an additional incentive and to encourage employee share ownership
and to increase your interest in the success of the Company. The company offering these rights is The Coca-Cola Company. The Stock which
is the subject of these rights is new or existing par value common stock in the Company. More information in relation to the Company including
the stock price can be found at the following web address: https://investors.coca-colacompany.com/.


The obligation to publish a prospectus
does not apply because of Section 86(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented or substituted by any
UK legislation enacted in connection with the UK’s exit from the European Union). The total maximum number of Stock which is the
subject of this offer is [total number of stock awarded for this offer].


		28.	If you are subject
to the laws of Cambodia, Morocco, Myanmar, Nepal, Pakistan, or Vietnam



The Company reserves the right to restrict
you from acquiring Stock at exercise or vesting of your Award. Instead, the Company reserves the right to make a payment to you in cash
upon exercise or vesting of your Award. Any references to the issuance of shares or Stock in any documents related to the Award shall
not be applicable in these circumstances.


 





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Performance Criteria Appendix


[INTENTIONALLY LEFT BLANK]

 





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