ko8k71708ex10-1.htm


    Exhibit 10.1

     

    Cathleen
P. Black

     

    
 

    July 17,
2008

    


    


    Mr.
Muhtar Kent

    The
Coca-Cola Company

    Atlanta,
Georgia 30301

    


    Dear
Muhtar:

    


    I am
pleased to confirm the terms of your compensation as President and Chief
Executive Officer of The Coca-Cola Company, effective July 1, 2008.

    


    As
effective July 1, 2008, your base salary will be $1,200,000, representing a 20%
increase.

    


    Your
target incentive rate will increase to 200% of gross annual salary, or
$2,400,000 based on a job grade 26.  Your new target incentive for
2008 will be prorated based on the effective date of your
appointment.  The actual amount of an incentive award may vary and is
based on individual performance and the financial performance of the
Company.

    


    The
annual long-term reference value for your position is $12,500,000.  As
you are aware, in general, the award is delivered through a combination of 60%
stock options and 40% Performance Share Units.  The award will be
based on your actual performance.  The Chairman of the Committee on
Directors will discuss your performance against goals on a regular basis with
you.

    


    As part
of the Company’s commitment to stock ownership by senior leaders and officers,
you are expected to acquire and maintain stock ownership at a level equal to a
multiple of salary.  Your new stock ownership target is eight times
your annual base salary.  You will have until July 2010 to achieve
this new level of stock ownership.

    


    You will
remain eligible to participate in the Financial Planning and Counseling Program
which provides reimbursement in the amount of $13,000 per year for fees paid to
a financial advisor with respect to planning for future financial
needs.  The reimbursement amount is subject to tax and withholding, as
necessary.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Cathleen
P. Black

    

     

     

     

    In
accordance with Company policy, you will remain eligible for Company-paid
membership and reimbursement of dues and initiation fees associated with country
clubs, social clubs or similar clubs as long as the club use is deemed necessary
for ordinary business purposes.  You will be required to track and
report any personal use of the Company-paid club membership and
dues.  Club use that is personal is considered taxable income to
you.

    


    You are
required, as President and Chief Executive Officer, to travel exclusively on
Company aircraft both for business and personal travel.  Because
personal travel on Company aircraft is required, it is also appropriate that
your spouse and immediate family travel on Company aircraft when accompanying
you on personal trips.  There will be no tax gross-up for personal
travel for you, your spouse or immediate family.

    


    Additionally,
cars and drivers for business and personal use in Atlanta and Turkey were
previously approved for you.

    


    Lastly,
as recognition of your new role, the Committee, on July 17, 2008, granted you
the following from The Coca-Cola Company 2008 Stock Option Plan:

    


    
      	
              §  

            	
              An
      additional, annual stock option grant of 632,911 options, valued at
      $7,000,000, with vesting and other terms according to the agreement
      approved for you.  The strike price for this grant will be the
      average of the high and low price of Company stock on July 17,
      2008.

            


    

    


    
      	
              §  

            	
              A
      special one-time stock option grant of 289,352 options, valued at
      $2,500,000, with vesting and other terms according to the agreement
      approved for you.  The strike price for this grant will be the
      average of the high and low price of Company stock on July 17, 2008, plus
      15%.

            


    

    


    Should
you choose to exercise these stock options while an employee of the Company,
shares resulting from the exercise may be sold to pay taxes and the exercise
price; the remaining amount of shares, net of the exercise price must be
retained while an employee of the Company.  Any unvested stock options
at retirement will be forfeited.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Cathleen
P. Black

    

     

     

     

    More
detailed information about these grants will be provided to you by Ginny Sutton,
Director, Executive Compensation at The Coca-Cola Company in the next few
days.

    


    Muhtar,
speaking on behalf of the Compensation Committee and the Board, we are delighted
to have you become CEO and have you take on direct responsibility for
operational leadership and for the implementation and execution of the Company’s
business strategy.   I look forward to working, and winning, with
you as we take The Coca-Cola Company to a future of sustained
growth.

     

    I wish
you continued success.

    


    Best
regards.

     

    


    Sincerely,

    


    /s/
Cathleen P. Black

    


    


    


    Cc:          Ms.
Cynthia McCague

    Ms. Ginny
Sutton