THE COCA-COLA COMPANY - EXHIBIT 10.1







Exhibit 10.1




 


THE COCA-COLA COMPANY


2014 Equity
Plan


 


ARTICLE 1


PURPOSE


 


1.1.GENERAL.
The purpose of The Coca-Cola Company 2014 Equity Plan is to promote the success and enhance the value of The Coca-Cola Company
by linking the personal interests of employees, officers and directors of the Company to those of Company shareowners and by providing
such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees, officers and directors upon whose judgment, interest,
and special effort the successful conduct of the Company’s operation is largely dependent.


 


ARTICLE 2


DEFINITIONS


 


2.1.DEFINITIONS.
As used in this plan, the following words and phrases shall have the following meanings:


 


“Affiliate” means
any Subsidiary or any entity that has an ongoing contractual relationship with the Company or a Subsidiary that provides such entity
the rights to manufacture, sell and/or distribute brands of which the trademark is owned by the Company or a Subsidiary.


 


“Award” means
an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Dividend Equivalents,
Other Stock-Based Awards, or any other right or interest relating to Stock or cash, made to an Eligible Participant under the Plan.


 


“Award Agreement”
means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of
an Award. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic,
internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.


 


“Award Date” of
an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided
in the Plan, or such later date as is determined and specified as part of that authorization process.


 


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


 


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


 


“Code” means the
Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall
be deemed to include references to any applicable regulations thereunder and any successor or similar provision.


 


“Committee” means
the Compensation Committee of the Board.


 


“Company” means
The Coca-Cola Company, a Delaware corporation, and its successors.


 


“Continuous Service”
means the absence of any interruption or termination of service as an employee, officer or director of the Company or any Affiliate,
as applicable; Continuous Service will not be interrupted under any of the following cases:


 


		(i)	a
                                                                                                    Participant transfers employment,
                                                                                                    without interruption, between
                                                                                                    the Company and an Affiliate
                                                                                                    or between Affiliates, 
		(ii)	in
                                                                                                     the case of a spin-off, sale
                                                                                                     or disposition of the Participant’s
                                                                                                     employer from the Company
                                                                                                     or any Subsidiary, but only
                                                                                                     if the Committee determines
                                                                                                     before the transaction closes
                                                                                                     that it will not result in
                                                                                                     an interruption of service;
                                                                                                     or
		(iii)	the
                                                                                                      Participant is granted an
                                                                                                      unpaid leave of absence
                                                                                                      authorized in writing by
                                                                                                      the Company prior to its
                                                                                                      commencement that does not
                                                                                                      exceed twelve months. The
                                                                                                      Committee has final and
                                                                                                      conclusive authority to
                                                                                                      determine whether any other
                                                                                                      leave of absence constitutes
                                                                                                      a termination of Continuous
                                                                                                      Service. Any other leave
                                                                                                      of absence granted to a
                                                                                                      Participant must constitute
                                                                                                      a “bona fide leave
                                                                                                      of absence” under
                                                                                                      Treas. Reg. Section 1.409A-1(h)
                                                                                                      if the Participant’s
                                                                                                      Award is subject to Code
                                                                                                      Section 409A. 



 


“Covered Employee”
means a covered employee as defined in Code Section 162(m)(3).


 


“Disability” means
a condition for which the Participant becomes eligible for a disability benefit under the long term disability insurance policy
issued to the Company providing basic long term disability insurance benefits pursuant to The Coca-Cola Company Health and Welfare
Benefits Plan, or under any other long term disability plan which hereafter




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may be maintained by the Company,
whether or not the Participant is covered by such plan. In the event of a dispute, the determination of whether a Participant has
incurred a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to
which such Disability relates.


 


“Dividend Equivalent”
means a right granted to a Participant under Article 12.


 


“Effective Date”
has the meaning assigned such term in Section 3.1.


 


“Eligible Participant”
means an employee, officer or director of the Company or any Subsidiary.


 


“Exchange” means
the New York Stock Exchange, or if the Stock is no longer listed on the New York Stock Exchange, any national securities exchange
on which the Stock may from time to time be listed.


 


“Fair Market Value,”
on any date, means (i) the average of the high and low market prices at which a share of Stock shall have been sold on the date
of the Award, or on the next preceding trading day if such date was not a trading date, as reported on the New York Stock Exchange
Composite Transactions listing, or (ii) if the Stock is not listed on the New York Stock Exchange, Fair Market Value will be determined
by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.


 


“Full-Value Award”
means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion
of the Committee, settled in cash valued by reference to Stock value).


 


“Independent Directors”
means those members of the Board who qualify at any given time as (a) an “independent” director under the applicable
rules of the Exchange, (b) a “non-employee” director under Rule 16b-3 of the 1934 Act, and (c) an “outside”
director under Code Section 162(m).


 


“Non-Employee Director”
means a director of the Company who is not a common law employee of the Company or a Subsidiary.


 


“Option” means
a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods.


 


“Other Stock-Based Award”
means a right granted to a Participant under Article 13, that relates to or is valued by reference to Stock or other Awards relating
to Stock.


 


“Participant”
means an individual to whom an Award has been made under the Plan.


 


“Performance Award”
means any award made under the Plan pursuant to Article 10.


 


“Plan” means The
Coca-Cola Company 2014 Equity Plan, as amended from time to time.


 


“Prior Plans”
means The Coca-Cola Company 1999 Stock Option Plan, The Coca-Cola Company 2002 Stock Option Plan, The Coca-Cola Company 2008 Stock
Option Plan, The Coca-Cola Company 1983 Restricted Stock Award Plan, The Coca-Cola Company




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1989 Restricted Stock Award Plan,
Coca-Cola Enterprises Inc. 2001 Stock Option Plan, Coca-Cola Enterprises Inc. 2004 Stock Award Plan and Coca-Cola Enterprises Inc.
2007 Incentive Award Plan.


 


“Qualified Performance-Based
Award” means an Award that is either (i) intended to qualify for the Section 162(m) Exemption and is made subject to
performance goals based on Qualified Business Criteria as set forth in Section 11.2, or (ii) an Option or SAR having an exercise
price equal to or greater than the Fair Market Value of the underlying Stock as of the Award Date.


 


“Qualified Business Criteria”
means one or more of the business criteria listed in Section 11.2 upon which performance goals for certain Qualified Performance-Based
Awards may be established by the Committee.


 


“Restricted Stock”
means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.


 


“Restricted Stock Unit”
means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash subject to
14.2) in the future, which right is subject to certain restrictions and to risk of forfeiture.


 


“Section 162(m) Exemption”
means the exemption from the limitation on deductibility imposed by Code Section 162(m) that is set forth in Code Section 162(m)(4)(C)
or any successor provision thereto.


 


“Shares” means
shares of the Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant to Article
15), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or
into which Shares are adjusted.


 


“Stock” means
the $0.25 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant
to Article 15.


 


“Stock Appreciation Right”
or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference
between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined
pursuant to Article 8.


 


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


 


“Substitute Award”
means an Award under Section 14.9 of the Plan.


 


“1933 Act” means
the Securities Act of 1933, as amended from time to time.


 


“1934 Act” means
the Securities Exchange Act of 1934, as amended from time to time.



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ARTICLE 3


EFFECTIVE TERM OF PLAN


 


3.1.EFFECTIVE DATE. Subject
to the approval of the Plan by the Company’s shareowners within 12 months after the Plan’s adoption by the Board, the
Plan will become effective on February 20, 2014, the date the Plan was adopted by the Board (the “Effective Date”).


 


3.2.TERMINATION OF PLAN. Unless
earlier terminated as provided herein, the Plan shall continue in effect until the date of the Company’s 2024 annual shareowners’
meeting or, if the shareowners approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth
anniversary of the date of such approval. The termination of the Plan on such date shall not affect the validity of any Award outstanding
on the date of termination, which shall continue to be governed by the applicable terms and conditions of the Plan.


 


ARTICLE 4


ADMINISTRATION


 


4.1.COMMITTEE. The Plan shall
be administered by the Committee. It is intended that at least two of the directors appointed to serve on the Committee shall be
Independent Directors and that any such members of the Committee who do not so qualify shall abstain from participating in any
decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award (i)
are persons subject to the short-swing profit rules of Section 16 of the 1934 Act, or (ii) are Covered Employees or are reasonably
anticipated to become Covered Employees during the term of the Award. However, the mere fact that a Committee member fails to qualify
as an Independent Director or fails to abstain from such action shall not invalidate any Award made by the Committee if the Award
is otherwise validly made under the Plan.


 


4.2.ACTION AND INTERPRETATIONS BY
THE COMMITTEE. The Committee may from time to time adopt rules, regulations, guidelines and procedures for carrying out the
provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem
appropriate. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award
in the manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s interpretation of
the Plan, any Awards made under the Plan, any Award Agreement and all decisions and determinations by the Committee with respect
to the Plan are final, binding, and conclusive on all parties. No member of the Committee will be liable for any good faith determination,
act or omission in connection with the Plan or any Award.


 


4.3.AUTHORITY OF COMMITTEE.
Except as provided in Section 4.1 and 4.4 hereof, the Committee has the exclusive power, authority and discretion to:


 


		(a)	Make Awards;



 


		(b)	Designate Participants;



 


		(c)	Determine the type or types of Awards to be made to each Participant;




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		(d)	Determine the number of Awards to be made and the number of Shares or dollar amount to which an
Award will relate;



 


		(e)	Determine the terms and conditions of any Award made under the Plan;



 


		(f)	Prescribe the form of each Award Agreement, which need not be identical for each Participant;



 


		(g)	Decide all other matters that must be determined in connection with an Award;



 


		(h)	Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary
or advisable to administer the Plan;



 


		(i)	Make all other decisions and determinations that may be required under the Plan or as the Committee
deems necessary or advisable to administer the Plan;



 


		(j)	Amend the Plan or any Award Agreement as provided herein; and



 


		(k)	Adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with
provisions of the laws of the United States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in
order to assure the viability of the benefits of Awards made to Participants located in the United States or such other jurisdictions
and to further the objectives of the Plan.



 


Notwithstanding any of the foregoing, Awards
made to Non-Employee Directors hereunder shall (i) be subject to the applicable award limits set forth in Section 5.4 hereof, and
(ii) be made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of
Non-Employee Directors as in effect from time to time that is approved and administered by a committee of the Board consisting
solely of Independent Directors. The Committee may not make other discretionary grants hereunder to Non-Employee Directors.


 


4.4.DELEGATION.


 


		(a)	Administrative Duties. The Committee may delegate to one or more of its members or to one
or more officers of the Company or to one or more agents or advisors such administrative duties or powers as it may deem advisable,
and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals
to render advice with respect to any responsibility the Committee or such individuals may have under this Plan.



 


		(b)	Special Committee. The Committee may delegate to a special committee, consisting of one
or more Independent Directors, the authority, within specified parameters as to the number and terms of Awards, to make Awards
under this Plan, including to (i) designate officers and/or employees of the Company or any of its Subsidiaries to be recipients
of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however,
that such delegation of duties and responsibilities may not be made with respect to the Awards made to Eligible Participants (a)
who are subject to Section 16(a) of the 1934 Act at the Award Date, or (b) who as of the Award Date are Covered Employees or are
reasonably anticipated to be become Covered Employees during the term of the Award. The acts of such delegates shall be





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treated hereunder as acts of the Committee
and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so
granted.


 


ARTICLE 5


SHARES SUBJECT TO THE PLAN


 


5.1.NUMBER OF SHARES. Subject
to adjustment as provided in Sections 5.2 and Section 15.1, the aggregate number of Shares reserved and available for issuance
pursuant to Awards granted under the Plan shall be 500,000,000, which includes 66,948,651 Shares that were available for future
grant under the Prior Plans as of the Effective Date. After the Effective Date, no further awards shall be made under the Prior
Plans and the Prior Plans shall remain in effect only so long as awards made thereunder shall remain outstanding; provided, however,
that Awards under Prior Plans may be made after the Effective Date subject to the following limitations: (1) 500,000 Shares under
The Coca-Cola Company 1999 Stock Option Plan shall be reserved for future awards made to Eligible Participants located in the United
Kingdom, (2) 1,000,000 Shares under The Coca-Cola Company 2008 Stock Option Plan and 150,000 Shares under The Coca-Cola Company
1989 Restricted Stock Award Plan shall be reserved for awards made to Eligible Participants located in China who are subject to
the State Administration of Foreign Exchange rules, and (3) 1,700,000 Shares under The Coca-Cola Company 2008 Stock Option Plan
and 250,000 Shares under The Coca-Cola Company 1989 Restricted Stock Award Plan shall be reserved for awards made in 2014 outside
of the normal equity award cycle to Eligible Participants.


 


5.2.SHARE COUNTING. Shares covered
by an Award shall be subtracted from the Plan share reserve as of the Award Date as provided in subsection (a) below, but shall
be added back to the Plan share reserve or otherwise treated in accordance with subsections (b) through (h) of this Section 5.2.


 


		(a)	Awards of Options and Stock Appreciation Rights shall count against the number of Shares remaining
available for issuance pursuant to Awards granted under the Plan as one Share for each Share covered by such Awards, and Full Value
Awards shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan as 5.0
Shares for each Share covered by such Awards.



 


		(b)	The full number of Shares subject to an Option shall count against the number of Shares remaining
available for issuance pursuant to Awards made under the Plan, even if the exercise price of an Option is satisfied through net-settlement
or by delivering Shares to the Company (by either actual delivery or attestation).



 


		(c)	Upon exercise of Stock Appreciation Rights that are settled in Shares, the full number of Stock
Appreciation Rights (rather than the net number of Shares actually delivered upon exercise) shall count against the number of Shares
remaining available for issuance pursuant to Awards granted under the Plan.



 


		(d)	Shares withheld from an Award to satisfy tax withholding requirements shall count against the number
of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a Participant to
satisfy tax withholding requirements shall not be added to the Plan share reserve.




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		(e)	Shares repurchased on the open market with the proceeds from
the exercise of an Option shall not again be made available for issuance under the Plan.



 


		(f)	To the extent that all or a portion of an Award is canceled, terminates, expires, is forfeited
or lapses for any reason, including by reason of failure to meet time-based vesting requirements or to achieve performance goals,
any unissued or forfeited Shares subject to the Award will be added back to the Plan share reserve and again be available for issuance
pursuant to Awards made under the Plan.



 


		(g)	Shares subject to Awards settled in cash will be added back to the Plan share reserve and again
be available for issuance under the Plan.



 


		(h)	Substitute Awards made pursuant to Section 14.9 of the Plan shall not count against the Shares
otherwise available for issuance under the Plan under Section 5.1.



 


		(i)	Subject to applicable Exchange requirements, shares available under a shareowner-approved plan
of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan
pursuant to Awards made to individuals who were not employees of the Company or its Subsidiaries immediately before such transaction
and will not count against the maximum share limitation specified in Section 5.1.



 


5.3.STOCK DISTRIBUTED. Any Stock
distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased
on the open market and may be subject to restrictions deemed appropriate by the Committee.


 


5.4.LIMITATION ON
AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Article 15):


 


		(a)	Options. The maximum number of Options granted under the Plan in any calendar year to any
one Participant shall be for 3,000,000 Shares.



 


		(b)	SARs. The maximum number of Stock Appreciation Rights granted under the Plan in any calendar
year to any one Participant shall be 3,000,000 with respect to Shares.



 


		(c)	Performance Awards. With respect to any one calendar year (i) the maximum amount that may
be paid to any one Participant for Performance Awards payable in cash or property other than Shares shall be $20,000,000, and (ii)
the maximum number of Shares that may be paid to any one Participant for Performance Awards payable in Stock shall be 1,000,000
Shares. For purposes of applying these limits in the case of multi-year performance periods, the amount of cash or property
or number of Shares deemed paid with respect to any one calendar year is the total amount payable or Shares earned for the performance
period divided by the number of calendar years in the performance period.



 


		(d)	Awards to Non-Employee Directors. The maximum aggregate number of Shares associated
with any Award made under the Plan in any calendar year to any one Non-Employee Director shall be 25,000 Shares.




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ARTICLE 6


ELIGIBILITY


 


6.1.GENERAL. Awards may be granted
only to Eligible Participants who are providing services to the Company or a Subsidiary.


 


ARTICLE 7


STOCK OPTIONS


 


7.1.GENERAL. The Committee is
authorized to grant Options to Eligible Participants on the following terms and conditions:


 


		(a)	Exercise Price. The exercise price per Share under an Option shall be determined by the
Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section
14.9) shall not be less than the Fair Market Value as of the Award Date.



 


		(b)	Prohibition on Repricing. Except as otherwise provided in Article 15, without the prior
approval of the shareowners of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii)
an Option may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less
than the exercise price of the original Option, or otherwise, and (iii) the Company may not repurchase an Option for value (in
cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the
Option is lower than the exercise price per share of the Option.



 


		(c)	Time and Conditions of Exercise. The Committee shall determine the time or times at which
an Option may be exercised in whole or in part, subject to Section 7.1(e); provided, however, that, except in the event of a Change
in Control, Disability or death of the Participant, no award shall provide that an Option shall be exercisable in whole or in part
for a period of twelve months from Award Date. The Committee shall also determine the performance or other conditions, if any,
that must be satisfied before all or part of an Option may be exercised or vested.



 


		(d)	Payment. The Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, and the methods by which Shares shall be delivered or deemed to be delivered to Participants.
As determined by the Committee at or after the Award Date, payment of the exercise price of an Option may be made, in whole or
in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired
Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares from the Option
based on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted market sales, or (v)
any other “cashless exercise” arrangement.



 


		(e)	Exercise Term. No Option granted under the Plan shall be exercisable for more than ten years
from the Award Date.




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		(f)	No Deferral Feature. No Option shall provide for any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise or disposition of the Option.



 


		(g)	No Dividend Equivalents. No Option shall provide for Dividend Equivalents.



 


ARTICLE 8


STOCK APPRECIATION RIGHTS


 


8.1.STOCK APPRECIATION RIGHTS.
The Committee is authorized to grant Stock Appreciation Rights to Eligible Participants on the following terms and conditions:


 


		(a)	Right to Payment. Upon the exercise of a SAR, the Participant has the right to receive,
for each Share with respect to which the SAR is being exercised, the excess, if any, of:



 


		(1)	The Fair Market Value of one Share on the date of exercise; over



 


		(2)	The base price of the SAR as determined by the Committee and set forth in the Award Agreement,
which shall not be less than the Fair Market Value of one Share on the Award Date.



 


		(b)	Prohibition on Repricing. Except as otherwise provided in Article 15, without the prior
approval of the shareowners of the Company: (i) the base price of a SAR may not be reduced, directly or indirectly, (ii) a SAR
may not be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less than the
base price of the original SAR, and (iii) the Company may not repurchase a SAR for value (in cash, substitutions, cash buyouts,
or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the SAR is lower than the base price
per share of the SAR.



 


		(c)	Time and Conditions of Exercise. The Committee shall determine the time or times at which
a SAR may be exercised in whole or in part. No SAR shall be exercisable for more than ten years from the Award Date.



 


		(d)	No Deferral Feature. No SAR shall provide for any feature for the deferral of compensation
other than the deferral of recognition of income until the exercise or disposition of the SAR.



 


		(e)	No Dividend Equivalents. No SAR shall provide for Dividend Equivalents.



 


ARTICLE 9


RESTRICTED STOCK AND STOCK UNITS


 


9.1.RESTRICTED STOCK AND STOCK UNITS.
The Committee is authorized to make Awards of Restricted Stock and Restricted Stock Units to Eligible Participants in such amounts
and subject to such terms and conditions as may be selected by the Committee.


 


9.2.ISSUANCE AND RESTRICTIONS.
Restricted Stock and Restricted Stock Units shall be subject to such restrictions on transferability and other restrictions as
the Committee may impose. These restrictions may lapse separately or in combination at such times,




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under such circumstances, in such installments,
upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter.
Except as otherwise provided in an Award Agreement or any special Plan document governing an Award, a Participant shall have none
of the rights of a shareowner with respect to Restricted Stock Units until Shares of Stock are released in settlement of such Awards.


 


9.3DIVIDENDS ON
RESTRICTED STOCK UNITS. In the case of Restricted Stock Units, the Participant shall not be entitled to receive dividends or
Dividend Equivalents unless the Award Agreement specifically provides for such dividends or Dividend Equivalents, subject to Section
12.1.


 


9.4.FORFEITURE. Subject to the
terms of the Award Agreement and except as otherwise determined by the Committee at the time of the grant of the Award or thereafter,
upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy a performance goal during
the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall
be forfeited.


 


9.5.DELIVERY OF RESTRICTED STOCK.
Shares of Restricted Stock shall be delivered to the Participant at the Award Date either by book-entry registration or by delivering
to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees)
designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates
representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


 


ARTICLE 10


PERFORMANCE AWARDS


 


10.1.PERFORMANCE AWARDS. The
Committee is authorized to make any Award under this Plan, including cash-based Awards, with performance-based vesting criteria,
on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting criteria are referred
to herein as Performance Awards. The Committee shall have the complete discretion to determine the number of Performance Awards
made to each Eligible Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided
in Section 4.3. All Performance Awards shall be evidenced by an Award Agreement or a written program established by the Committee,
pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such
written program.


 


10.2.PERFORMANCE GOALS. The
Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee.
Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance
of the Participant, a Subsidiary or a division, region, department or function within the Company or a Subsidiary. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in
which the Company or a Subsidiary conducts its business, or other events or circumstances render performance goals to be unsuitable,
the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted,
demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the
performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals
or the




    	- 11 -



    	



    

applicable performance period as it deems appropriate
to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the Participant in an
amount determined by the Committee. The foregoing two sentences shall not apply with respect to a Performance Award that is intended
to be a Qualified Performance-Based Award if the recipient of such award (a) was a Covered Employee on the date of the proposed
modification, adjustment, change or elimination of the performance goals or performance period, or (b) in the reasonable judgment
of the Committee, may be a Covered Employee on the date the Performance Award is expected to be paid.


 


ARTICLE 11


QUALIFIED PERFORMANCE-BASED AWARDS


 


11.1.OPTIONS AND
STOCK APPRECIATION RIGHTS. All Options and Stock Appreciation Rights granted to any Covered Employee are intended to qualify
for the Section 162(m) Exemption as Qualified Performance-Based Awards even though they are not designated as Performance Awards.


 


11.2.PERFORMANCE
AWARDS. All Performance Awards granted to any Covered Employee are intended to qualify for the Section 162(m) Exemption as
Qualified Performance-Based Awards even though they are not designated specifically as Performance Awards.. The Committee shall
establish performance goals for such Award within the time period prescribed by Code Section 162(m) based on one or more of the
following Qualified Business Criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that
relate to the performance of a Subsidiary or a division, region, department or function within the Company or a Subsidiary:


 


		•	increase in shareowner value (e.g., total shareowner return);
                                                                    
		•	earnings per share; 
		•	stock price; 
		•	net income; 
		•	return on assets; 
		•	return on shareowners’ equity; 
		•	cash flow; 
		•	operating profit or operating margins; 
		•	revenue growth of the Company; 
		•	operating expenses; 
		•	quality as determined by the Company’s Quality Index;
                                                                    
		•	economic profit; 
		•	return on capital; 
		•	return on invested capital; 
		•	earnings before interest, taxes, depreciation and amortization;
                                                                    
		•	goals relating to acquisitions or divestitures; 
		•	unit case volume; 
		•	operating income; 
		•	brand contribution; 
		•	value share of Non Alcoholic Ready-To-Drink segment; 
		•	volume share of Non Alcoholic Ready-To-Drink segment;
                                                                    
		•	net revenue; 
		•	gross profit;





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		•	profit before tax;
		•	number of transactions;
		•	productivity; and
		•	service level.



 


Performance goals with respect to the foregoing
Qualified Business Criteria may be specified in absolute terms, in percentages, or in terms of growth from period to period or
growth rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special
index, or a stock market index, that the Committee deems appropriate, and may be calculated for a single year or calculated on
a compound basis over multiple years. Any member of a comparator group or an index that ceases to exist during a measurement period
shall be disregarded for the entire measurement period. Performance Goals need not be based upon an increase or positive result
under a business criterion and could include, for example, the maintenance of the status quo or the limitation of economic losses
(measured, in each case, by reference to a specific business criterion). Performance measures may but need not be determinable
in conformance with generally accepted accounting principles.


 


11.3.ACHIEVEMENT
OF PERFORMANCE GOALS. Each Qualified Performance-Based Award (other than a market-priced Option or SAR) shall be earned, vested
and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon one or more
of the Qualified Business Criteria, together with the satisfaction of any other conditions, such as continued employment, as the
Committee may determine to be appropriate; provided, however, that the Committee may provide, either in connection with the grant
thereof or by amendment thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (i) the
termination of employment of a Participant by reason of death or Disability, or (ii) the occurrence of a Change in Control. Performance
periods established by the Committee for any such Qualified Performance-Based Award must be at least twelve months and may be any
longer period. In addition, the Committee has the right, in connection with the grant of a Qualified Performance-Based Award, to
exercise negative discretion to determine that the portion of such Award actually earned, vested and/or payable (as applicable)
shall be less than the portion that would be earned, vested and/or payable based solely upon application of the applicable performance
goals.


 


11.4.INCLUSIONS
AND EXCLUSIONS FROM PERFORMANCE CRITERIA. The Committee may provide in any Qualified Performance-Based Award, at the time the
performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified
circumstance or event that occurs during a performance period, including by way of example but without limitation the following:
(a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax
laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring
programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring
items as described in management’s discussion and analysis of financial condition and results of operations appearing in
the Company’s annual report to shareowners for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange
gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a
form that meets the requirements of Code Section 162(m) for deductibility.


 


11.5.CERTIFICATION
OF PERFORMANCE GOALS. Any payment of a Qualified Performance-Based Award granted with performance goals pursuant to Section
11.3 above shall




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be conditioned on the written certification
of the Committee in each case that the performance goals and any other material conditions were satisfied. Except as specifically
provided in Section 11.3, no Qualified Performance-Based Award held by a Covered Employee or by an employee who in the reasonable
judgment of the Committee may be a Covered Employee on the date of payment, may be amended, nor may the Committee exercise any
discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan,
in any manner to waive the achievement of the applicable performance goal based on Qualified Business Criteria or to increase the
amount payable pursuant thereto or the value thereof, or otherwise in manner that would cause the Qualified Performance-Based Award
to cease to qualify for the Section 162(m) Exemption.





ARTICLE 12


DIVIDEND EQUIVALENTS


 


12.1.GRANT OF DIVIDEND
EQUIVALENTS. The Committee is authorized to pay Dividend Equivalents with respect to Full-Value Awards made hereunder, subject
to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive
payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of Shares subject to
a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents (i) will be deemed to have
been reinvested in additional Shares or otherwise reinvested, or (ii) except in the case of Performance Awards, will be paid or
distributed to the Participant as accrued (in which case, such Dividend Equivalents must be paid or distributed no later than the
15th day of the 3rd month following the later of (A) the end of the calendar year in which the corresponding dividends were paid
to shareowners, or (B) the end of the first calendar year in which the Participant’s right to such Dividends Equivalents
is no longer subject to a substantial risk of forfeiture).


 


ARTICLE 13


STOCK OR OTHER STOCK-BASED AWARDS


 


13.1.STOCK OR OTHER STOCK-BASED
AWARDS. The Committee is authorized, subject to limitations under applicable law, to make such other Awards that are payable
in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to be consistent
with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus” and not subject to any
restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares,
and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or
Subsidiaries. The Committee shall determine the terms and conditions of such Awards.


 


ARTICLE 14


PROVISIONS APPLICABLE TO AWARDS


 


14.1.AWARD AGREEMENTS.
Each Award shall be evidenced by an Award Agreement. Each Award Agreement shall include such provisions, not inconsistent with
the Plan, as may be specified by the Committee.


 


14.2.FORM OF PAYMENT FOR AWARDS.
At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other
form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions
and/or limitations, if any, as the Committee deems




    	- 14 -



    	



    

appropriate, including, in the case of Awards
paid in the form of Stock, restrictions on transfer and forfeiture provisions.


 


14.3.LIMITS ON TRANSFER. No
right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or in
favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant
to any other party other than the Company or a Subsidiary. No unexercised or restricted Award shall be assignable or transferable
by a Participant other than by will or the laws of descent and distribution.


 


14.4.STOCK TRADING RESTRICTIONS.
All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange
or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock Agreement
or issue instructions to the transfer agent to reference restrictions applicable to the Stock.


 


14.5.TREATMENT UPON
TERMINATION OF SERVICE. The applicable Award Agreement or other special Plan document governing an Award shall specify the
treatment of such Award upon the termination of a Participant’s Continuous Service.


 


14.6.EFFECT OF A CHANGE IN CONTROL.
The provisions of this Section 14.6 shall apply in the case of a Change in Control, unless otherwise provided in the Award Agreement
or any special Plan document or separate agreement with a Participant governing an Award.


 


		(a)	Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the
Surviving Entity or otherwise equitably converted or substituted in connection with a Change in Control: if within one year after
the effective date of the Change in Control, a Participant’s employment is involuntarily terminated other than for cause,
then (i) all of that Participant’s outstanding Options or SARs shall become fully exercisable, (ii) all time-based vesting
restrictions on his or her outstanding Awards shall lapse, and (iii) the payout level under all of that Participant’s performance-based
Awards that were outstanding immediately before the effective time of the Change in Control shall be determined and deemed to have
been earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target”
level if the date of termination occurs during the first half of the applicable performance period, or (B) the actual level of
achievement of all relevant performance goals against target (measured as of the end of the calendar quarter immediately preceding
the date of termination), if the date of termination occurs during the second half of the applicable performance period, and, in
either such case, there shall be a pro rata payout to such Participant within 60 days following the date of termination of employment
(unless a later date is required under Section 17.3), based upon the length of time (in days) within the performance period that
has elapsed prior to the date of termination of employment. Any Options or SARs shall thereafter continue or lapse in accordance
with the other provisions of the Plan and the Award Agreement.



 


		(b)	Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in
Control, and except with respect to any Awards assumed by the





    	- 15 -



    	



    

Surviving Entity or otherwise equitably
converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board: (i) outstanding
Options or SARs shall become fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and (iii)
the payout level attainable under outstanding performance-based Awards shall be deemed to have been fully earned as of the effective
date of the Change in Control based upon (A) an assumed achievement of all relevant performance goals at the “target”
level if the Change in Control occurs during the first half of the applicable performance period, or (B) the actual level of achievement
of all relevant performance goals against target measured as of the date of the Change in Control, if the Change in Control occurs
during the second half of the applicable performance period, and, in either such case, there shall be a pro rata payout to Participants
within sixty (60) days following the Change in Control (unless a later date is required by Section 17.3 hereof), based upon the
length of time (in days) within the performance period that has elapsed prior to the Change in Control. Any Options or SARs shall
thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement.


 


14.7.ACCELERATION FOR OTHER REASONS.
Regardless of whether an event has occurred as described in Section 14.5 or 14.6 above, and subject to Article 11 as to Qualified
Performance-Based Awards, the Committee may in its sole discretion at any time determine that, upon the termination of service
of a Participant for any reason, or the occurrence of a Change in Control, all or a portion of such Participant’s Options
or SARs shall become fully or partially exercisable, that all or a part of the restrictions on all or a portion of the Participant’s
outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards held by that Participant
shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion,
declare. The Committee may discriminate among Participants and among Awards made to a Participant in exercising its discretion
pursuant to this Section 14.7.


 


14.8.FORFEITURE
EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to
time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions
of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation of material
Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to
the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any
Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially
inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant
caused or contributed to such material inaccuracy. The Company shall seek to recover any Award made as required by the provisions
of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision required by law
or the listing standards of the Exchange.


 


14.9.SUBSTITUTE
AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of
another entity who become employees of the Company or a Subsidiary as a result of a merger or consolidation of the former employing
entity with the Company or a Subsidiary or the acquisition by the Company or a




    	- 16 -



    	



    

Subsidiary of property or stock of the former
employing corporation. The Committee may direct that the substitute awards be made on such terms and conditions as the Committee
considers appropriate in the circumstances.


 


ARTICLE 15


CHANGES IN CAPITAL STRUCTURE


 


15.1.MANDATORY ADJUSTMENTS.
In the event of a nonreciprocal transaction between the Company and its shareowners that causes the per-share value of the Stock
to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash
dividend), the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent
dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment
of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject
to outstanding Awards; (iii) adjustment of the exercise price or base price of outstanding Awards or the measure to be used to
determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable.
Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that would constitute
a modification or substitution of the stock right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant
of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing, in the
event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination
or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall
automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity
for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.


 


15.2DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including,
without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after
a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction
or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled
by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise or base price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination
of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether
or not such Participants are similarly situated.


 


15.3GENERAL.
Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 16.2.



    	- 17 -



    	



    

ARTICLE 16


AMENDMENT, MODIFICATION AND TERMINATION


 


16.1.AMENDMENT, MODIFICATION AND
TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without
shareowner approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee,
either (i) materially increase the number of Shares available under the Plan, (ii) expand the types of awards under the Plan, (iii)
materially expand the class of participants eligible to participate in the Plan, (iv) materially extend the term of the Plan, or
(v) otherwise constitute a material change requiring shareowner approval under applicable laws, policies or regulations or the
applicable listing or other requirements of an Exchange, then such amendment shall be subject to shareowner approval; and provided,
further, that the Board or Committee may condition any other amendment or modification on the approval of shareowners of the Company
for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the listing or other
requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or regulations.


 


16.2.AWARDS PREVIOUSLY MADE.
At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant;
provided, however:


 


		(a)	Subject to the terms of the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an
Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment
or termination over the exercise or base price of such Award);



 


		(b)	The original term of an Option or SAR may not be extended without the prior approval of the shareowners
of the Company;



 


		(c)	Except as otherwise provided in Section 15.1, the exercise price of an Option or base price of
a SAR may not be reduced, directly or indirectly, without the prior approval of the shareowners of the Company; and



 


		(d)	No termination, amendment, or modification of the Plan shall adversely affect any Award previously
made under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed
to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share
value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such
amendment over the exercise or base price of such Award).



 


16.3.COMPLIANCE
AMENDMENTS. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Board or the Committee may
amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose
of conforming the Plan or Award Agreement to any present or future law relating to




    	- 18 -



    	



    

plans of this or similar nature (including,
but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting
an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award made under the
Plan without further consideration or action.


 


16.4CORRECTION OF
ERRORS. Notwithstanding anything in any Award Agreement to the contrary, the Committee may amend an Award Agreement, to take
effect retroactively or otherwise, as deemed necessary or advisable for the purpose of correcting errors occurring in connection
with the grant or documentation of an Award, including rescinding an Award erroneously granted, including, but not limited to,
an Award erroneously granted to an individual who does not qualify as an Eligible Participant on the date of grant. By accepting
an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.4 to any Award made under the
Plan without further consideration or action.


 


ARTICLE 17


GENERAL PROVISIONS


 


17.1.RIGHTS OF PARTICIPANTS.


 


		(a)	No Participant or any Eligible Participant shall have any claim to receive any Award under the
Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly,
and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are
eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).



 


		(b)	Nothing in the Plan, any Award Agreement or any other document or statement made with respect to
the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s
employment or status as an officer, or any Participant’s service as a director, at any time, nor confer upon any Participant
any right to continue as an employee, officer or director of the Company or any Affiliate, whether for the duration of a Participant’s
Award or otherwise.



 


		(c)	Neither an Award nor any benefits arising under this Plan shall constitute an employment contract
with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the benefits hereunder may be terminated
at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company
or an of its Affiliates.



 


		(d)	No Award gives a Participant any of the rights of a shareowner of the Company unless and until
Shares are in fact issued to such person in connection with such Award.



 


17.2.WITHHOLDING. The Company
or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company
or such Affiliate, an amount sufficient to satisfy the Company’s federal, state, and local taxes withholding obligations
(including any social tax obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other
taxable event arising as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment
or arrangements and the Company or such Affiliate will, to the extent permitted by law, have the right to deduct




    	- 19 -



    	



    

any such taxes from any payment of any kind
otherwise due to the Participant. Unless otherwise determined by the Committee at the time the Award is made or thereafter, any
such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value
on the date of withholding equal to the amount that the Company determines is necessary to satisfy its withholding obligation.
All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.


 


17.3.SPECIAL PROVISIONS
RELATED TO CODE SECTION 409A. It is intended that the payments and benefits provided under the Plan and any Award shall either
be exempt from the application of, or comply with the requirements of Code Section 409A. The Plan and all Award Agreements shall
be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any
Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or
advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other
monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.


 


17.4.UNFUNDED STATUS
OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. In its sole
discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created under
the Plan to deliver Shares or payments in lieu of Shares with respect to Awards. This Plan is not intended to be subject to ERISA.


 


17.5.RELATIONSHIP TO OTHER BENEFITS.
No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit
sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.
Nothing contained in the Plan will prevent the Company from adopting other or additional compensation arrangements, subject to
shareowner approval if such approval is required; and such arrangements may be either generally applicable or applicable only in
specific cases.


 


17.6.FRACTIONAL SHARES. No fractional
Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional
Shares or whether such fractional Shares shall be eliminated by rounding up or down.


 


17.7.GOVERNMENT AND OTHER REGULATIONS.


 


		(a)	Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to
the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and
regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made
(i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or
(ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144
promulgated under the 1933 Act.




    	- 20 -



    	



    

		(b)	Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that
the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state
or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased,
delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares
pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to
assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or
deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related
requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act
or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates
to comply with any such law, regulation or requirement.



 


17.8.GOVERNING LAW. To the extent
not governed by federal law, the Plan and all Award Agreements shall be construed in accordance with and governed by the laws of
the State of Delaware.


 


17.9.SEVERABILITY. In the event
that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or
unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all
such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was
not contained herein.


 


17.10.NO LIMITATIONS
ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments,
reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer
all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes,
to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company
may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award made to such
Participant and specified by the Committee pursuant to the provisions of the Plan.


 


The foregoing is hereby
acknowledged as being The Coca-Cola Company 2014 Equity Plan as adopted by the Board on February 20, 2014 and by the shareowners
on April 23, 2014.


 








	 	The Coca-Cola Company	 
	 	 	 	 
	 	By: 	/s/ Ceree Eberly	 
	 	 	 	 
		Its:	Senior Vice President and

Chief People Officer	 





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ADDENDUM ONE


 


For French Tax Residents and/or for French Employees
affiliated to the French social security regime on a mandatory basis at Award Date


 


Options granted under The Coca-Cola Company 2014 Equity Plan to
employees based in France (the “French Employees”) of the Subsidiaries of The Coca-Cola Company (the “Company”)
may be granted under the terms of this Addendum One as follows:


 


	1)	Notwithstanding
                                                                          any other provision of the Plan, options granted to
                                                                          any French Employee who is a consultant, an “Administrateur,”
                                                                          or a member of the “Conseil de Surveillance,”
                                                                          as these terms are defined in French Corporate law,
                                                                          and who does not have a work contract with the Company
                                                                          or its Subsidiaries will be deemed to have not been
                                                                          granted an option pursuant to this Addendum One.
	 	 
	2)	Notwithstanding any other provision of the
    Plan, the number of options offered through the Plan cannot exceed one third of the capital of the Company.
	 	 
	3)	Options may be granted only to French
    Employees who hold less than ten percent of the outstanding shares of the Company as of the Award Date.
	 	 
	4)	Notwithstanding
                                                                          any other provision of the Plan, any option with an
                                                                          exercise price on the date of grant of the option that
                                                                          is less than 80% of the average of the market value
                                                                          of the underlying share during the 20 trading days preceding
                                                                          the date of grant shall be deemed to have not been granted
                                                                          under this Addendum One.
	 	 
	5)	Notwithstanding
                                                                          any other provision of the Plan, options cannot be granted
                                                                          during the 20 trading days after the payment of a dividend
                                                                          or after an increase of capital reserved to the shareholders.
	 	 
	6)	Notwithstanding any other provision of the Plan, no options can be granted during the ten
                                 trading days preceding or following the publication of the annual financial consolidated account
                                 or the annual financial statement.
	 	 
	7)	Notwithstanding any other provision of the Plan, no options can be granted during the period
                                 starting the date the corporate management of the company is aware of information the publication
                                 of which could have a substantial consequence on the fair market value of the shares and ending
                                 ten trading days after the publication of this information.
	 	 
	8)	Notwithstanding any other provision of the Plan, the exercise price of an option shall be
                                 adjusted only upon the occurrence of the events strictly specified under Article L. 225-181 of
                                 the French Commercial Code. Any reduction by the Company, to the exercise price of an outstanding
                                 and unexercised option previously issued under this Addendum One, to the current fair market
                                 value of the underlying share shall be deemed to not have been an option granted under this Addendum
                                 One.
	 	 
	9)	Notwithstanding any other provision of the Plan, to the extent an option was exercisable
                                 by a French Employee at the time of his death, such option shall remain exercisable for a maximum
                                 period of six months from the date of the French Employee’s death (including death during/after
                                 Disability).





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ADDENDUM TWO


 


For French Tax Residents and/or for French Employees
affiliated to the French social security regime on a mandatory basis at Award Date


 


The Committee has determined that it is necessary
and advisable to establish a subplan for the purpose of permitting Performance Awards to qualify for French specific tax and social
security treatment. Therefore, Performance Awards granted under the Plan to employees and officers of Related Companies in France
(the “French Employees”) may be granted under the terms of this Addendum Two to the Plan and applying to the Award
Agreement, provided that such Awards shall not have terms that would not otherwise be allowed under the general terms of the Plan.
The authorization to grant Awards under this Addendum Two shall be for a limited period ending on the date of the Company’s
2024 annual shareowners’ meeting.


 


		1)	Unless
                                                                                                otherwise defined herein, the
                                                                                                terms defined in this Addendum
                                                                                                Two shall have the same meanings
                                                                                                as defined in the Plan and in
                                                                                                the Award Agreement. In the event
                                                                                                of a conflict between the terms
                                                                                                and conditions of the Plan, this
                                                                                                Addendum Two and the Award Agreement,
                                                                                                the terms and conditions of the
                                                                                                Plan shall prevail except for
                                                                                                the following additional terms
                                                                                                that shall be defined as follows:



 


“Disability” means disability
as determined in categories 2 and 3 under Article L. 341-4 of the French Social Security Code.


 


“Related Companies”
means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.


 


“Closed Period” means
(i) ten quotation days preceding and the three quotation days following the disclosure to the public of the consolidated financial
statements or annual statement of The Coca-Cola Company; or (ii) the period as from the date the corporate management entities
(involved in the governance of the company, such as the Board, Committee, supervisory, in the case it would be disclosed to the
public, significantly impact the quotation of the shares of the Company, until ten quotation days after the day such information
is disclosed to the public.


 


		2)	This
                                                                                                Addendum Two shall be applicable
                                                                                                to French Employees and corporate
                                                                                                officers (e.g., Président
                                                                                                du Conseil d’Administration,
                                                                                                Directeur Général,
                                                                                                Directeur Général
                                                                                                Délégué,
                                                                                                Membre du Directoire, Gérant
                                                                                                de sociétés par
                                                                                                actions) of a Related Company
                                                                                                and who is a French tax resident
                                                                                                and/or affiliated to the French
                                                                                                social security regime on a mandatory
                                                                                                basis at the Award Date.



 


		3)	Any
                                                                                                Awards granted under this Addendum
                                                                                                Two shall include, either:



 


		a.	An
                                                                                                     acquisition period of at
                                                                                                     least two years (at the end
                                                                                                     of which the shares are released
                                                                                                     to the French Employees)
                                                                                                     followed by a minimum two-year
                                                                                                     holding period (during which
                                                                                                     the Shares cannot be disposed
                                                                                                     of). As from the end of the
                                                                                                     holding period, the shares
                                                                                                     shall be freely transferable,
                                                                                                     subject to legal and regulatory
                                                                                                     provisions in force; or
	 	 	 
		b.	An
                                                                                                     acquisition period of at
                                                                                                     least four years (at the
                                                                                                     end of which the shares are
                                                                                                     released to the French Employees).
                                                                                                     Shares released shall be
                                                                                                     freely transferable, subject
                                                                                                     to legal and regulatory provisions
                                                                                                     in force.



 


		4)	Awards
                                                                                                may be granted only to French
                                                                                                Employees who hold less than ten
                                                                                                percent of the outstanding Shares
                                                                                                of the Company at the Award Date,
                                                                                                being specified that a grant cannot




    	- 23 -



    	



    

	 	entitle a
                                                                French Employee to hold more than ten percent of the outstanding
                                                                Stock of the Company.
	 	 
	5)	The Shares (i) shall not be sold, assigned, transferred,
                                                                      pledged, hypothecated, or otherwise disposed of until the
                                                                      end of the two-year holding period following the release
                                                                      date, and (ii) shall, if the French Employee’s continuous
                                                                      employment with the Related Companies shall terminate for
                                                                      any reason (except as otherwise provided in items 9 and
                                                                      10, herein) before the end of the performance period, be
                                                                      forfeited to the Company forthwith, and all the rights of
                                                                      the French Employee to such Award Agreement shall immediately
                                                                      terminate.
	 	 
	6)	Unless and until such time
                                                                      as Shares awarded are released to the French Employee, the
                                                                      French Employee shall have no ownership of the Shares allocated
                                                                      to the awards and shall have no right to vote and to receive
                                                                      dividends, if applicable, subject to the terms, conditions
                                                                      and restrictions described in the Plan, in the Award Agreement
                                                                      and herein. 
	 	 
	7)	For compliance purpose with
                                                                      French law, the Shares granted shall not be transferable
                                                                      during the Closed Period. 
	 	 
	8)	In the event of the death
                                                                      of a French Employee occurring prior to the release date,
                                                                      his/her heirs and assigns may claim the release of the Shares
                                                                      of the deceased French Employee within six months following
                                                                      the date of death. Thereafter, the award will lapse and
                                                                      be null and void. Provisions of the Award Agreement shall
                                                                      apply. However, the French Employee’s heirs shall
                                                                      not be bound by the holding period as defined in item 3
                                                                      above, if any.
	 	 
	9)	In the event of the Disability
                                                                      of a French Employee occurring prior to the release date,
                                                                      the Shares will be issued and/or released to the French
                                                                      Employee within the period defined in the Award Agreement
                                                                      and following the acknowledgement by the Company of the
                                                                      Disability. The French Employee shall not be bound by the
                                                                      holding period as defined in item 3 above, if any.
	 	 
	10)	Any additional and specific
                                                                       condition to the grant of Shares shall be contained in
                                                                       the Award Agreement (i.e., Continuous Service, performance
                                                                       conditions, etc.).




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