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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 16, 2022
COCA COLA CO
(Exact name of Registrant as specified
in its charter)
| Delaware |
|
001-02217 |
|
58-0628465 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
|
|
| One Coca-Cola Plaza |
|
|
|
30313 |
| Atlanta, Georgia |
|
|
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
|
|
| |
|
|
|
|
Registrant’s
telephone number, including area code: (404) 676-2121
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| o |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| o |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| o |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| o |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered |
| Common Stock, $0.25 Par Value |
KO |
New York Stock Exchange |
| 0.500% Notes Due 2024 |
KO24 |
New York Stock Exchange |
| 1.875% Notes Due 2026 |
KO26 |
New York Stock Exchange |
| 0.750% Notes Due 2026 |
KO26C |
New York Stock Exchange |
| 1.125% Notes Due 2027 |
KO27 |
New York Stock Exchange |
| 0.125% Notes Due 2029 |
KO29A |
New York Stock Exchange |
| 0.125% Notes Due 2029 |
KO29B |
New York Stock Exchange |
| 0.400% Notes Due 2030 |
KO30B |
New York Stock Exchange |
| 1.250% Notes Due 2031 |
KO31 |
New York Stock Exchange |
| 0.375% Notes Due 2033 |
KO33 |
New York Stock Exchange |
| 0.500% Notes Due 2033 |
KO33A |
New York Stock Exchange |
| 1.625% Notes Due 2035 |
KO35 |
New York Stock Exchange |
| 1.100% Notes Due 2036 |
KO36 |
New York Stock Exchange |
| 0.950% Notes Due 2036 |
KO36A |
New York Stock Exchange |
| 0.800% Notes Due 2040 |
KO40B |
New York Stock Exchange |
| 1.000% Notes Due 2041 |
KO41 |
New York Stock Exchange |
Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging
growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2022, the Talent and Compensation Committee of the Board
of Directors (the Committee”) of The Coca-Cola Company (the “Company”) adopted amended form award agreements for performance
share units, stock options and restricted stock units (the “Award Agreements”) to be granted under The Coca-Cola Company 2014
Equity Plan, as amended (the “Equity Plan”). The Award Agreements were amended to reduce the exercise time at death to one
year for options, to allow vesting to continue if an individual transfers to an affiliate of the Company in certain situations, to remove
proration for certain involuntary termination events and to remove the service requirement for certain vesting provisions after age 60
for all termination events, in addition to immaterial administrative updates.
In addition, on February 16, 2022, the Committee approved the 2022 performance
measures, weighting and metrics for executive officers under each of The Coca-Cola Company Performance Incentive Plan (the “Performance
Incentive Plan”) and The Coca-Cola Company Long-Term Incentive Plan (the “Long-Term Incentive Plan.”)
With respect to the 2022 annual incentive award under the Performance Incentive
Plan, the Committee determined to include certain goals to promote employee diversity, equity and inclusion. The new goals will collectively comprise 10% of the executives’ 2022 annual incentive under the Performance Incentive Plan, with
the prior year’s measures (Net Operating Revenue Growth and Operating Income Growth) equally comprising the remaining 90%.
With respect to the 2022 long-term incentive award under the Long-Term
Incentive Program, the Committee determined to include certain measures to promote achievement of the Company’s environmental sustainability
priorities. The new measures will collectively comprise 10% of the executives’ performance share unit award under the Long-Term
Incentive Program, with the prior year’s measures (Net Operating Revenue Growth, Earnings per Share Growth and Cumulative Free Cash
Flow) equally comprising the remaining 90%.
The foregoing descriptions of the Award Agreements are qualified in their
entirety by reference to the Award Agreements, copies of which are attached hereto as Exhibits 10.1 through 10.3 and incorporated herein
by reference.
| Item 9.01(d). |
Financial Statements and Exhibits. |
EXHIBIT INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
THE COCA-COLA COMPANY |
| |
(REGISTRANT) |
| |
|
|
| Date: February 16, 2022 |
By: |
/s/ Monica Howard Douglas |
| |
|
Monica Howard Douglas |
| |
|
Senior Vice President and Global General Counsel |
Exhibit
10.1
Award Notification
– Performance Share
Congratulations
[INSERT FULL NAME]! On [INSERT GRANT DATE], The Coca-Cola Company (the Company)
granted you an award (your Award) under The Coca-Cola Company
2014 Equity Plan, as amended from time to time (the Plan). Your
Award is a great opportunity to share in the long-term success of the Company and contribute to its future growth.
This document
provides details of the key terms of your Award. Your Award is subject to the formal rules of the Plan, plus the additional terms and
conditions (including country specific terms) as set out in a document called the “Additional Terms”. The Additional Terms
is available to review as part of the Award acceptance process. The Plan is available on your plan administrator website. This Award
Notification (including the appendices), the Plan and the Additional Terms together form your Award Agreement. You are being asked to
confirm that you understand and agree to be bound by these documents as part of the Award acceptance process, so we recommend you read
them carefully.
| Details
of Award |
| Type
of Award |
Performance
Award (sometimes called Growth Share Units)] -This is a conditional right to receive $0.25 par value common stock of the Company
(Stock) in the future. You will not receive the Stock (or have any shareholder rights) unless your Award vests. |
| Target
number of shares of Stock subject to your Award |
[INSERT]
|
| Continuing
employment |
Your
Award is subject to your continuing employment, as set out in the Employment Events Appendix to this document and the Plan. |
| Performance
conditions |
Performance
conditions apply to your Award, which are set out in the Performance Criteria Appendix to this document. The performance conditions
must be met in order for your Award to vest.
|
| Performance
period |
[INSERT]
The performance
conditions are measured during this period. See the Performance Criteria Appendix for more details. |
| Date
your Award normally vests |
[INSERT DATE],
or if later when the performance conditions are certified.
When your
Award vests, you become entitled to the Stock subject to your Award. You do not need to purchase that Stock - it is delivered automatically
to you.
The number
of shares of Stock that vest will be calculated based upon the target number of shares of Stock set forth above and the provisions
of the Performance Criteria Appendix.
The number
of shares of Stock that vest will normally be delivered to you as soon as administratively possible following vesting, unless a different
timing for delivering the Stock applies under the Employment Events Appendix.
Your Award
will generally be settled in Shares, except where the Employment Events Appendix applies and specifies otherwise.
You are liable
for any tax, fees and costs due on vesting, which may be withheld.
Remember:
your Award will only vest if and to the extent that all of the terms and conditions of your Award are satisfied. To the extent that
your Award does not vest, it will be forfeited. |
| Details
of Award |
| Prohibited
Activities |
If
you engage in certain activities (called Prohibited Activities), your Award will be forfeited and you will be required to pay back
any gain from your Award. Refer to the Prohibited Activities Appendix to this document. |
| Malus
and clawback |
Your
Award is subject to additional malus and clawback provisions which means your Award will be subject to reduction, cancellation, repayment
or forfeiture in the circumstances set out in the Additional Terms. |
Finally, certain
data privacy provisions apply to you in connection with your Award, as set out in the Data Privacy Appendix to this document.
In the event
of any conflict between this Award Notification (including the appendices), the Additional Terms and the Plan, the Plan takes precedence.
| Action
required! |
| If you wish to accept your Award,
you must accept it online by May 31, 2022. If you fail to do so by this deadline, then the Company may declare your Award grant null
and void at any time. If this happens, your Award will be forfeited, and you will have no right to the underlying Stock. |
Interpretation
The
appendices below form part of your Award Notification. The singular includes the plural and defined terms have the meaning given in the
Plan, unless otherwise specified. For the purposes of the Prohibited Activities Appendix, references to your employer include your former
employer, and for the purposes of the Data Privacy Appendix, references to your employer include your current local employing entity
or former local employing entity and the Company (where applicable). References to the Committee mean The Compensation Committee
of the Board of Directors of the Company, unless otherwise specified.
Employment
Events Appendix – Performance Share
The table below
sets out the impact to your Award (if any) upon certain employment events. The terms of the table below apply to vested and unvested
portions of an Award equally, unless otherwise stated. Except as otherwise specified herein, all other terms and conditions of your Award
continue to apply.
| Event |
Impact
to your Award |
| Disability |
Whether
your employment with the Company or a Subsidiary terminates because of Disability or whether you remain employed, there is no impact
to your Award. |
| Death |
Any Award that
has not been accepted terminates immediately upon your death and may not be transferred to your heirs.
If you die
while employed with the Company or a Subsidiary, your Award immediately vests, and your estate will be paid, within 90 days after
your death, a cash amount equal to the value of (1) the target number of shares of Stock subject to the Award, if you die before
the end of the performance period, or (2) the shares of Stock earned, if you die after the end of the performance period. The value
shall be determined based on the closing price of the Stock on the date of death (or in the case of a non-trading day, the next trading
day). |
| Leave
of absences |
If you are
on (1) US military leave, (2) a Company-paid leave of absence (meaning paid under Company payroll), or (3) an unpaid leave of absence
(approved pursuant to a published Company policy available to all employees covered under the policy) of 12 months or less, there
is no impact to your Award.
For all other
leaves of absence not specified in the paragraph above, including all approved unpaid leaves that extend beyond 12 months:
·
any portion of your Award that is unvested is immediately forfeited1;
or
· if the Committee identifies a valid business interest in doing otherwise, it may specify what provisions
it deems appropriate at its sole discretion (provided that the Committee shall have no obligation to consider any such matters). |
| Transfer |
If
you transfer (1) between the Company and any Subsidiary or, (2) at the Committee’s discretion, to an Affiliate that is not
a Subsidiary, there is no impact to your Award. |
| Termination2 |
A. If your employment with the Company or a Subsidiary terminates after attaining age 60: |
|
·
Awards held less than 12 months are immediately forfeited, and
·
there is no impact on Awards held at least 12 months. |
1
If an approved unpaid leave of absence extends beyond 12 months, the portion of your Award that is unvested as of the end of the
12th month is forfeited.
2
If required by Section 409A of the Code, the payment may not be made (if applicable) until at least six months following the termination
date.
| Event |
Impact
to your Award |
| |
B.
If your employment with the Company or a Subsidiary terminates involuntarily for any reason other than for cause within one
year after a Change in Control, your Award will be treated as described in the Plan. |
| |
C.
If your employment (1) with the Company or a Subsidiary terminates for any other reason,
or (2) with an Affiliate (that is not a Subsidiary) terminates for any reason3,
your Award is immediately forfeited.
Notwithstanding anything
herein, if your employment with an Affiliate terminates and you immediately become employed by the Company or a Subsidiary,
there is no impact on your Award. |
|
|
For the purposes
of your Award, you are deemed to have terminated employment on the date you are no longer actively providing services to the relevant
entity or entities, regardless of the reasons for termination and whether or not later found to be invalid or in breach of your employment
agreement, if any, or employment laws in the jurisdiction where you are employed. The Committee has exclusive discretion to decide when
you are considered to be no longer actively providing services for the purposes of your Award. However, you will not be considered to
be actively providing services during any contractual notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where you are employed or in your employment agreement, if any, unless the Committee decides
otherwise.
3
This would apply in the case where the Committee determined that your transfer to the Affiliate would not impact your Award. If
your employer no longer meets the definition of “Affiliate”, you are deemed to have terminated employment for the purposes
of the Plan.
Prohibited Activities Appendix
| 1. | Engaging in Prohibited Activity |
Section 1.2 (Implications) applies
if you engage in a Prohibited Activity (as defined in section 5 (Types of Prohibited Activity) below) at any time during the term of your
Award or within one year after the later of:
| 1.1.1 | the termination of your employment with the Company,
your employer or any Affiliate; and |
| 1.1.2 | the last date of vesting or exercise of all or any
portion of your Award. |
If this section 1.2 applies:
| 1.2.1 | your Award will immediately terminate, be forfeited
and (if relevant) cease to be exercisable; and |
| 1.2.2 | within 10 days after receiving written notice from
the Company that this section applies, you must pay in cash to the Company: |
| (i) | any and all gains associated with any previous vesting
or exercise of all or any portion of your Award; and |
| (ii) | interest calculated from the time of the notice
until the date of repayment to the Company. |
| 2. | Implications for settled Awards |
For the purposes of section 1.2.2,
each gain associated with the vesting or exercise of all or any portion of your Award will be calculated as:
| 2.1.1 | where your Award is in the form of an Option, the
closing price per share of Stock on the date of exercise as reported on the New York Stock Exchange Composite Transactions listing minus
the exercise price per share of Stock, multiplied by the number of shares of Stock over which the Award was exercised; |
| 2.1.2 | where your Award is in the form of Restricted Stock
Units or Growth Share Units, the closing price per share of Stock on the date of vesting as reported on the New York Stock Exchange Composite
Transactions listing, multiplied by the number of shares of Stock that vested; and |
| 2.1.3 | where your Award is in the form of Performance Cash,
the gross amount of the cash payment that vested. |
If all or any part of this Prohibited
Activities Appendix is held to be invalid, illegal or unenforceable for any reason by any court with jurisdiction:
| 3.1.1 | you will transfer to the Company all of the shares
of Stock that you acquired on vesting or exercise of your Award that you still hold (and if your Award is an Option, the Company will
pay to you the exercise price you paid for that Stock in exchange); and |
| 3.1.2 | where you have already sold, transferred or disposed
of any shares of Stock you acquired on vesting or exercise of your Award, you must pay to the Company: |
| (i) | any and all gains associated with each sale, transfer
or disposal; and |
| (ii) | interest calculated from the date of each sale,
transfer or disposal until the date of repayment to the Company. |
For the purposes of section 3.1.2,
the gain associated with the sale, transfer or disposal will in each case be calculated as the closing price per share of Stock on the
date of the sale, transfer or disposal as reported on the New York Stock Exchange Composite Transactions listing (minus, where your Award
is an Option, the exercise price per share of Stock), multiplied by the number of shares of Stock sold, transferred or disposed of.
Any interest payable under this Prohibited
Activities Appendix will be calculated using the weighted prime rate at SunTrust Bank, Atlanta.
| 5. | Types of Prohibited Activity |
The term Prohibited Activity
includes any and all of the following:
Making any statement, written or verbal,
in any forum or media, or taking any action in disparagement of the Company, your employer and/or any Affiliate, including but not limited
to negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers,
suppliers, or business partners or associates.
Publishing any opinion, fact, or material,
delivering any lecture or address, participating in the making of any film, radio broadcast or television transmission, or communicating
with any representative of the media relating to confidential matters regarding the business or affairs of the Company, your employer
and/or any Affiliate which you were involved with during your employment.
| 5.3 | Disclosure of a Trade Secret |
Failure to hold in confidence any
and all Trade Secrets of the Company that came into your knowledge during your employment with the Company, your employer and/or any Affiliate,
or disclosing, publishing, or making use of, at any time, such Trade Secrets.
For these purposes, Trade Secret
means any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial
data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing,
which:
| 5.3.1 | derives economic value, actual or potential, from
not being generally known to and not being readily ascertainable by proper means by other persons who can derive economic value from its
disclosure or use; and |
| 5.3.2 | is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy. |
| 5.4 | Disclosure of Confidential Information |
Failure to hold in confidence all
Confidential Information of the Company, your employer and/or any Affiliate that came into your knowledge during your employment with
the Company, your employer or any Affiliate, or disclosing, publishing, or making use of such Confidential Information.
For these purposes, Confidential
Information means any data or information, other than Trade Secrets (as defined in section 5.3 (Disclosure of a Trade Secret)), that
is valuable to the Company and not generally known to the public or to competitors of the Company.
| 5.5 | Failing to return materials |
Your failure, in the event of your
termination of employment for any reason, promptly to deliver to the Company all memoranda, notes, records, manuals or other documents,
including all copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets (as
defined in section 5.3 (Disclosure of a Trade Secret)) or Confidential Information (as defined in section 5.4 (Disclosure of Confidential
Information)) regarding the Company’s business, whether made or compiled by you or furnished to you by virtue of your employment
with the Company, your employer or any Affiliate, or failure promptly to deliver to the Company all vehicles, computers, credit cards,
telephones, handheld electronic devices, office equipment, and other property furnished to you by virtue of your employment with the Company,
your employer or any Affiliate.
Rendering services for any organization
which, or engaging directly or indirectly in any business which, in the sole judgment of the Committee or the Chief Executive Officer
of the Company or any senior officer designated by the Committee, is or becomes competitive with the Company.
Soliciting or attempting to solicit
for employment, for or on behalf of any corporation, partnership, or other business entity, any employee of the Company, your employer
or an Affiliate with whom you had professional interaction during the last twelve months of your employment with the Company, your employer
or the Affiliate.
| 5.8 | Violation of Company policies |
Violating any written policies of
the Company or your employer applicable to you, including, without limitation, The Coca-Cola Company Global Insider Trading Compliance
Policy.
You may be released from the effects
of this Prohibited Activities Appendix if the Committee determines in its sole discretion that such action is in the best interest of
the Company and its stockholders.
Nothing in this Prohibited Activities
Appendix is intended to or will be interpreted as diminishing or otherwise limiting the Company’s right under applicable state
or local law or any prior agreement you have signed or made with the Company regarding trade secrets, confidential information, or intellectual
property.
Data Privacy Appendix
This Data Privacy Appendix sets out
certain data privacy provisions that apply to you in connection with your Award.
For the purposes of this Data Privacy
Appendix, Data means personal information that directly or indirectly identifies you, including: your name, home address and telephone
number, your date of birth, your government identification number, your salary information, nationality, job title and employment location,
any shares or directorships you hold or held in the Company or any Affiliate, details of your Award and any equity or cash awards or any
other entitlements to stock or cash granted (regardless of whether or not exercised, vested or settled, and including any cancelled or
forfeited awards), any information necessary to process your Award or any other award (e.g. your mailing address for a check payment or
bank account wire transfer information), any other information necessary to process mandatory tax withholding and reporting and/or, where
applicable, your employment or service termination date and the reason for the termination.
| 2. | For Award recipients not located in the EEA or UK |
This section applies if you reside
anywhere in the world except the European Economic Area (EEA) or the United Kingdom (UK). By accepting your Award, you confirm the following:
You voluntarily consent to the collection,
use and transfer, in electronic or other form, of your Data by and between the Company, your employer or any Affiliate for the purpose
of implementing, administering, and managing your participation in the Plan.
You understand that the Company and
its Affiliates may hold Data for the exclusive purpose of implementing, administering, and managing the Plan.
| 2.3 | Purposes of collection |
You understand that Data will be transferred
to one or more stock or incentive plan service providers selected by the Company, which may assist the Company with the implementation,
administration, and/or management of the Plan.
You understand that the recipients
of Data may be located in the United States or elsewhere. The Company also uses third party service providers who may assist with the
implementation, administration or management of the Plan. These service providers are bound by contract to handle Data in a way that aligns
with this Data Privacy Appendix and applicable law. If you have any questions about the local entities or services providers who may access
or handle your Data, please contact your local human resources representative.
By consenting at section 2.1 (Consent)
above, you authorize the Company and any other possible recipients that do or may assist the Company with implementing, administering
or managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and/or managing your participation in the Plan.
You understand that Data will be held
only as long as is necessary to implement, administer and manage your participation in the Plan. In some cases, your information will
be retained for the Company or your employer to comply with a legal or tax obligation.
You understand that if you reside
in certain jurisdictions, to the extent required by applicable laws, you may, at any time and without cost:
| 2.6.1 | request access to Data;
|
| 2.6.2 | request additional information
about the storage and processing of Data; |
| 2.6.3 | require any necessary amendments
to Data; or |
| 2.6.4 | refuse or withdraw the consents
you give by accepting the Award, |
by
contacting your local human resources representative in writing.
| 2.7 | Implications of not consenting or withdrawing
consent |
You understand that you provide these
consents on a purely voluntary basis. If you do not consent, or if you later withdraw your consent, your employment or service contract
with the Company or an Affiliate will not be adversely affected. Refusing or withdrawing your consent will mean that the Company will
not be able to grant new awards or administer or maintain any existing awards (including this Award) under the Plan. You understand that
refusing or withdrawing your consent may affect your ability to participate in the Plan (including the right to retain an award, such
as this Award). You understand that you may contact a local human resources representative for more information on the consequences of
refusal to consent or withdrawal of consent.
| 3. | For Award recipients located in the EEA and/or UK |
This section applies if you reside
inside the United Kingdom (UK) and/or the European Economic Area (EEA). By accepting your Award, you confirm the following:
You understand that the your employer
(acting as controller) and the Company may collect, to the extent permissible under applicable law, Data for the exclusive purpose of
implementing, administering, and managing the Plan. The Data is collected from you, the employer, and the Company for the exclusive purpose
of implementing, administering, and managing the Plan in accordance with the terms of your Award.
| 3.2 | Purposes of collection/processing |
You acknowledge the legal basis for
Data processing is performance of the contract comprising your Award. The Data must be provided in order for you to participate in the
Plan and for the parties to your Award to perform their respective obligations as set out in your Award documents. If you do not provide
Data, you will not be able to participate in the Plan or continue to hold your Award.
| 3.3 | Transfers and retention of Data |
You understand that your employer
will transfer Data to the Company for Plan administration purposes. The Company and your employer may also transfer your Data to other
service providers (such as accounting firms, payroll processing firms or tax firms), as may be selected by the Company now or in the future,
to assist the Company and your employer with the implementation, administration and/or management of your Award. You understand that recipients
of the Data may be located in a country that does not benefit from an adequacy decision issued by the European Commission. When your information
is transferred outside the EEA or the UK (as applicable), it is done in accordance with data protection laws and regulations requiring
adequate transfer mechanisms. For further information as to the transfer of your Data, please contact privacy@coca-cola.com. Your
Data will be held only as long as is necessary to implement, administer and manage your rights and obligations under the terms of your
Award documents, as well as in compliance with other laws requiring a longer retention period.
You understand the Company and your
employer will take steps in accordance with applicable legislation to keep Data accurate, complete and up to date.
You
understand you are entitled to:
| 3.5.1 | have any inadequate, incomplete
or incorrect Data corrected; |
| 3.5.2 | request access to your Data
and additional information about the processing of that Data; |
| 3.5.3 | object to the processing
of Data or have your Data erased, under certain circumstances; and |
| 3.5.4 | subject to applicable law: |
| (i) | restrict the processing of your Data so that it
is stored but not actively processed (e.g. while the Company assesses whether you are entitled to have Data erased); and |
| (ii) | receive a copy of the Data provided in connection
with your Award or generated by you, in a common machine-readable format, |
and you may exercise these rights
by contacting a local human resources representative.
You understand you have the right
to contact, and may lodge a complaint with, the relevant data protection supervisory authority.
You
may also contact the EU Data Protection Officer:
Nicola Aliperti Coca-Cola Italia s.r.l.
Viale Edison 110
Building B
20099 Sesto San Giovanni (Milan)
Italy
DPO-Europe@coca-cola.com
| 4. | Country specific provisions |
The provisions below supplement section
2 (For Award recipients not located in the EEA or UK) of this Data Privacy Appendix. By accepting your Award, you confirm the following:
| 4.1 | If
you are subject to the laws of Canada |
You authorize the Company, your employer, and your employer’s
representatives to discuss with and obtain all relevant information from all personnel (professional or not) involved in the administration
and operation of the Plan. You authorize your employer, the Company, any Affiliates and any stock or incentive plan service provider that
may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. You further authorize
your employer, the Company and any Affiliates to record this information and to keep it in your employee file.
| 4.2 | If you are subject to the laws of Russia |
You acknowledge that you have read,
understood and agree to the terms regarding the collection, processing and transfer of data described in section 2 (For Award recipients
not located in the EEA or UK) of this Data Privacy Appendix. Upon request of the Company or your employer, you agree to provide an executed
data privacy consent form or any similar agreements or consents that the Company or your employer may deem necessary to obtain under the
data privacy laws in Russia, either now or in the future. You understand that you will not be able to participate in the Plan if you fail
to execute any such consent or agreement that may be requested.
2022 Awards made under
The Coca-Cola Company
2014 Equity Plan
Additional Terms
By accepting your Award you:
Agree that you have been given all
relevant information and materials regarding the terms and conditions of your Award, which are set out in the rules of The Coca-Cola Company
2014 Equity Plan, as amended from time to time (the Plan), your Award Notification (including any appendices attached to it) and
these Additional Terms (including the Global Appendix set out below) (collectively, the Plan Documents).
| 2.1 | Acknowledge that the grant of your Award does
not form part of and does not affect or change your employment contract or your employment relationship with your employer (which is entirely
separate from the Plan). The grant of your Award and your participation in the Plan does not create a right to employment or continued
service and will not be interpreted as forming an employment or service contract with The Coca-Cola Company (the Company), your
employer or any Affiliate (as defined in the Plan). The Award does not impact the ability of the Company, your employer or any
Affiliate to terminate that employment or service relationship. All benefits granted by your Award will constitute an occasional extraordinary
payment and may not, in any way or for any purpose, be considered part of your normal remuneration or constitute consideration for any
services you provide to the Company, your employer or any Affiliate, including when calculating any other benefits. |
| 2.2 | Acknowledge that the Company’s decision
to grant your Award is voluntary and discretionary, and that you have no right to participate in the Plan. Acceptance of your Award and
participation in the Plan does not create any right to, or expectation of, future employment or service, future participation in the Plan
or the grant of future awards (on the same basis, or at all). The Company may at any time decide to cease offering awards under the Plan,
or amend, modify, suspend, cancel or terminate the Plan and any benefits under it. |
| 2.3 | Acknowledge that you are not entitled to the
exercise of any discretion under the Plan in your favor, that decisions with respect to your Award and any future awards are at the sole
discretion of the Company and are final, binding and conclusive, and that you do not have any claim or right of action in respect of any
decision, omission, or discretion, which may in each case operate to your disadvantage. |
| 2.4 | Agree, in consideration for and as a condition
of your Award, to waive all rights which might arise in connection with the Plan, including: |
| 2.4.1 | the right to institute any claim against the
Company, your employer or any Affiliate; and |
| 2.4.2 | the right to pursue any claim that is allowed
by a court, |
other than the right
to acquire, as relevant, $0.25 par value shares of common stock of the Company (Stock) or cash (subject to and in accordance with
the Plan).
| 2.5 | Acknowledge that you do not have any right to
compensation or damages for any loss (actual or potential) in relation to the Plan or your Award, including where it is forfeited on termination
of employment or cessation of services for any reason, whether or not lawful or in breach of employment laws or the terms of your employment
or service agreement, if any. |
Accept that you must not pledge, encumber,
assign, transfer, charge or otherwise dispose of your Award or any rights in respect of it, whether voluntarily or involuntarily (other
than to your personal representatives on death).
| 4. | Modifications and additional requirements |
| 4.1 | Agree that the Company may modify any of the
terms of your Award to be consistent with any applicable law or applicable government agency regulation where, in the opinion of the Company,
that term might otherwise conflict or be inconsistent. |
| 4.2 | Agree that the Company may impose additional
conditions, requirements and restrictions on your Award, your participation in the Plan and any Stock or cash you acquire on vesting or
exercise of your Award, and that you will comply with them, including signing any additional agreements or undertakings. |
| 4.3 | Agree to any amendment made to the Plan or any
term of your Award (including an amendment with retroactive effect) where the amendment is necessary or advisable to ensure the Plan or
your Award complies with any future law relating to plans of this nature or their administration (including Section 409A of the U.S. Internal
Revenue Code of 1986, as amended). |
| 4.4 | Agree to any amendment made to any of the terms
of your Award (including rescinding your Award entirely) to correct any error that occurred in connection with the grant or documentation
of your Award. |
| 4.5 | Acknowledge that your Award may be adjusted to
reflect a change in capital structure, in accordance with the terms of the Plan, and agree that, where your Award is over Stock and an
adjustment results in a fractional share, the fractional share may be disregarded at the Company’s discretion. |
| 5.1 | Acknowledge that participating in the Plan will
probably have tax consequences for you and that all payments made with respect to your Award (including payments in Stock or cash) may
be subject to tax, social security and any similar charges in any country where you are employed, reside, or are otherwise subject to
tax (Tax). |
| 5.2 | Agree that you (or your personal representative)
are ultimately responsible for and will bear any liability for any Tax in respect of your Award and your participation in the Plan, and
understand that this liability may exceed any amounts withheld and paid on your behalf. |
| 5.3 | Acknowledge that the Company, your employer,
an Affiliate, any trustee of any employee benefit trust and any third party service provider (each, a Withholding Person) is entitled
to do any, all or a combination of the following methods (where relevant) to enable a Withholding Person to raise an amount it considers
necessary or desirable to recover the Liabilities: |
| 5.3.1 | sell or procure the sale on your behalf of a
sufficient number of the Stock you acquire on vesting or exercise of your Award; |
| 5.3.2 | reduce the number of Stock you acquire on vesting
or exercise of your Award accordingly and settle the balance in cash; and |
| 5.3.3 | withhold amounts from: |
| (i) | proceeds of sale under section 5.3.1; |
| (ii) | the balance settled in cash under section 5.3.2;
and |
| (iii) | any other cash payments of any kind owed to you. |
For these purposes,
Liabilities means any obligation on the Withholding Person to pay or account for Tax, any unpaid exercise price, any associated
costs (including under section 7 (Costs)) and any amount you owe to the Company, your employer or any Affiliate due to any obligation
of any nature whatsoever (including under a loan, the Company’s tax equalization program or any travel or expenses policy) to the
extent that the Company, the employer or any Affiliate in its reasonable judgement determines you owe them that amount.
| 5.4 | Agree that, for tax purposes, and where allowed
by applicable law, you are deemed to have received the full number of Stock where the number of Stock you acquire is reduced under section
5.3.2. |
| 5.5 | Agree that, where permitted by the Company, you
may elect to satisfy Tax and/or pay any exercise price by delivering (including by attestation) Stock to the Company. |
| 5.6 | Agree that if a Withholding Person’s obligation
to pay or account for Tax cannot or has not been fully satisfied by the above methods, you must pay to the Withholding Person an amount
sufficient to enable them to discharge that obligation. |
| 5.7 | Agree to enter any tax elections for particular
tax and/or social security treatment, execute any documents, give any directions and take any action as may be requested by the Company,
your employer or any Affiliate in relation to any Liabilities. |
| 5.8 | Acknowledge that the Company, your employer and
any Affiliate do not guarantee or warrant any particular Tax treatment in relation to your Award, the cash or Stock you acquire in connection
with your Award (including any dividends on Stock), or your participation in the Plan and that they are not under any obligation to structure
the Award in a Tax favorable way or avoid adverse Tax treatment in any jurisdiction. |
| 5.9 | Acknowledge that neither the Company, your employer
nor any Affiliate will be liable for any Tax, interest, penalties or other amounts owed by any taxpayer as a consequence of the Plan or
an Award and that any Tax information provided is for guidance purposes only. |
| 5.10 | Accept that the cash or Stock subject to your
Award may only vest or be exercised (as applicable) if satisfactory arrangements are in place to enable all Withholding Persons to obtain
the funds needed to satisfy any Liabilities. |
| 5.11 | Acknowledge that the vested (and, if applicable,
exercised) Stock or cash subject to your Award may not be delivered or paid to you unless you have complied with your obligation to pay
the Liabilities. |
| 6. | Internationally mobile employees |
| 6.1 | Acknowledge that if you are a mobile employee,
meaning that you are based in different jurisdictions during the course of your employment or service that you are or may be subject to
Tax in more than one country, you are strongly encouraged to inform the Company and your employer, and to speak with your personal tax
adviser regarding the tax treatment of your participation in the Plan. |
| 6.2 | Accept that, if you are a mobile employee, the
Company or your employer may be required to withhold for Tax in more than one jurisdiction. |
| 6.3 | Accept that if you are a “Global Mobility
Associate” as defined in the Company’s Global Mobility Policy (or the equivalent under any applicable international service
policy from time to time), you remain responsible for all Tax except where expressly stated otherwise in that policy and/or the Company’s
tax equalization program. A copy of the Company’s Global Mobility Policy is available on the Company’s intranet. |
Agree that you are responsible for
the payment of any fees, dealing, commission or currency conversion costs or any other costs associated with your Award, including costs
associated with the payment of any cash and the sale of any Stock.
| 8.1 | Agree that any notice or other communication
required in relation to your Award will be given in writing, which may include electronic means. |
| 8.2 | Agree that any notice or other communication
to be given to you in connection with your Award may be delivered by electronic means (including by email, or through the Company or your
employer’s intranet or a share plan portal), personally delivered, or sent by ordinary post to the principal address on file for
you from time to time with the Company, your employer, an Affiliate or the Company’s agents. |
| 8.3 | Agree that any notice or other communication
to be given to the Company or its agents in connection with your Award may be delivered or sent to its registered office or to such other
place and by such means as communicated to you by or on behalf of the Company from time to time. |
| 8.4 | Accept that notices or other communications: |
| 8.4.1 | sent electronically will be deemed to have been
received immediately (if sent during usual business hours) or at the opening of business on the next business day (if sent outside usual
business hours); |
| 8.4.2 | that are personally delivered will be deemed
to have been received when left at the relevant address (if left during usual business hours) or at the opening of business on the next
business day (if left outside usual business hours); and |
| 8.4.3 | sent by post will be deemed to have been received
24 hours after posting to a U.S. address or 3 days after posting to an address outside the U.S., |
unless there is evidence to the contrary.
| 8.5 | Agree that all notices or communications to be
given to you are given and sent at your risk and that neither the Company, your employer nor any Affiliate has any liability in respect
of any notice or communication given or sent, nor need they be concerned to see that you actually receive it. |
| 9. | Insider trading and market abuse |
| 9.1 | Acknowledge that rules on insider trading, dealing
notification requirements, and market abuse laws may apply in relation to any actions or decisions taken relating to your Award, including
in relation to the acceptance, vesting, exercise or settlement of your Award, the delivery or payment of any Stock or cash, and the sale
of any Stock. These rules, requirements and laws: |
| 9.1.1 | are separate from and in addition to the requirements
that apply to you under The Coca-Cola Company Global Insider Trading Compliance Policy; and |
| 9.1.2 | may prohibit or delay your actions or decisions.
|
| 9.2 | Agree that it is your responsibility to comply
with the rules, requirements and laws referred to in section 9.1. You should consult with your personal legal adviser on these matters. |
| 10.1 | Acknowledge that if any Stock relating to your
Award is traded in a currency that is not the currency in your jurisdiction, the value of the Stock may also be affected by movements
in the exchange rate. |
| 10.2 | Agree that neither the Company, your employer
nor any Affiliate is liable for any loss due to movements in the exchange rate nor any charges imposed in relation to the conversion or
transfer of money. |
| 11.1 | Confirm you are accepting your Award and participating
in the Plan voluntarily and understand that the Company is not making any recommendations regarding your Award or any Stock or cash relating
to your Award. |
| 11.2 | Agree that neither the Company, your employer,
any Affiliate nor any person or entity acting on their behalf has provided you with any legal, investment, tax (including reporting) or
financial advice with respect to your participation in the Plan, your Award or any Stock or cash acquired upon vesting or exercise of
your Award. You should consult with your own suitably qualified advisers before taking any action under the Plan. |
| 11.3 | Acknowledge that the information and materials
provided do not take into account your objectives, financial situation or needs and that if you do not understand the contents of the
Plan Documents, or you are in any doubt, you should consult an independent authorized financial adviser. |
| 11.4 | Agree you will have no remedies for any statement,
representation, assurance or warranty that is not set out in your Plan Documents. |
| 12.1 | Acknowledge that neither the Company, your employer
nor any Affiliate guarantees a specified level of return in respect of your Award or any Stock. |
| 12.2 | Acknowledge
that there is a risk that any Stock relating to your Award may fall as well as rise in value,
that the future value of Stock cannot be predicted with certainty and that market forces
will impact the price of any Stock relating to your Award and, in the worst case, the market
value of the Stock may become zero. More information in relation to the Company, including
its share price, can be found at https://www.coca-colacompany.com/. |
| 13.1 | Acknowledge that your Award is being offered
to you in your capacity as an employee of the Company’s group and that the offer is not intended for the general public and may
not be used for any public offer. |
| 13.2 | Acknowledge that the Company is not required
to deliver any Stock or cash on settlement of your Award before it completes, on terms to its satisfaction, any registration, listing,
exemption or qualification or other legal requirements or obtains any clearance or approval that the Company considers is necessary or
desirable, and you agree to provide any information, make any agreements and give any representations that the Company requests as part
of this process. |
| 13.3 | Agree that the Company may (whether under Section
17.7(b) of the Plan or otherwise) refuse to deliver any Stock or cash where the Company considers the delivery of Stock or cash may conflict
or be inconsistent with applicable law or applicable government agency regulation. |
| 13.4 | Acknowledge that neither the Company, your employer
nor any Affiliate is under any obligation to register, exempt or qualify, or seek clearance or approval for, your Award or any Stock or
cash that you may acquire in connection with your Award. |
| 13.5 | Acknowledge that your Award may not have been
authorized or approved by any applicable securities authorities and may have been offered pursuant to an exemption from registration in
your local jurisdiction. |
| 13.6 | Acknowledge that the regulatory bodies in your
jurisdiction accept no responsibility for the accuracy and completeness of the statements and information contained in the Plan Documents
and take no liability whatsoever for any loss arising from reliance upon the whole or any part of the contents of those documents. |
| 13.7 | Acknowledge that a prospectus or similar offering
or registration document may not have been prepared, authorized or approved by any applicable authority in any jurisdiction outside the
United States. |
| 14. | Exchange controls and any reporting requirements |
| 14.1 | Accept that exchange control regulations and/or
foreign asset reporting requirements may apply to you in respect of your Award and/or any Stock or cash acquired in connection with your
Award, and that you are solely responsible for complying with those regulations and requirements. |
| 14.2 | Agree that neither the Company, your employer
nor any Affiliate are responsible for obtaining exchange control approval or making any reports on your behalf, nor for monitoring compliance
with those regulations and requirements and that if you fail to obtain any required exchange control approval or make the necessary reports,
neither the Company, your employer nor any Affiliate will be liable in any way for any resulting fines or penalties. You should seek independent
professional advice if you are unsure about the obligations that apply to you as a result of your participation in the Plan. |
| 14.3 | Accept that you are solely responsible for complying
with any filing, notification or reporting requirements in respect of: |
| 14.3.1 | your participation in the Plan and/or |
| 14.3.2 | benefits received under the Plan, |
as required by the
local law in any jurisdiction. The Company accepts no responsibility for your failure or delay in complying with such requirements. If
you are in any doubt as to what actions you should take, you should consult a duly authorized independent adviser.
| 15.1 | Consent to the use of electronic communications
in connection with the Plan. |
| 15.2 | Confirm that references to “employer”
throughout these Additional Terms include your former employer, where applicable. |
| 15.3 | Agree that all determinations and decisions on
questions of interpretation in respect of your Award and the Plan Documents will be made by the Company (or any committee on its behalf)
in its sole and absolute discretion. Those determinations and decisions will be final, binding and conclusive. Any references to determinations
or decisions made, or actions taken, by the “Company” as referred to in these Additional Terms include any committee acting
on its behalf. |
| 15.4 | Agree that if any provision of your Plan Documents
is held to be invalid, illegal or unenforceable for any reason by any court in any jurisdiction then, for the purposes of that jurisdiction
only: |
| 15.4.1 | such provision will be deleted; and |
| 15.4.2 | the remaining provisions will continue in full
force and effect. |
| 15.5 | Agree that if the Company waives a breach of
one or more provisions in the Plan Documents, this does not constitute a waiver of any other provision of the Plan Documents, or a waiver
of any subsequent breach of the Plan Documents (by you or anyone else). |
| 15.6.1 | the federal laws of the United States of America
and the state laws of the State of Delaware, United States of America, govern your Plan Documents and your Award without regard to the
conflict of law provisions; and |
| 15.6.2 | the courts of the United States District Court
for the District of Delaware or the Delaware Superior Court, New Castle County have exclusive jurisdiction in respect of disputes arising
under or in connection with the Plan or your Award, |
and you waive any
current or future objection you may have to this choice of law and jurisdiction.
| 16. | English language (this applies if you have received an English language
version only of any Plan Document) |
| 16.1 | Accept that you fully understand the contents
of the English language version of the Plan Documents. |
| 16.2 | Acknowledge that you do not need a translation
of the Plan Documents and that you are fluent and regularly conduct business in the English language as part of your duties and responsibilities
to your employer. |
| 17. | Translations (this applies if you have received a Plan Document in a language
other than English) |
| 17.1 | Agree that if there is any conflict between the
terms of the English language version of the Plan Documents and a version in any other language, the English language version will prevail. |
| 18. | Options (this applies if your Award Notification specifies that your Award
is an Option) |
| 18.1 | Understand that, in order to exercise your Award,
you will need to pay the exercise price. |
| 18.2 | Acknowledge that you will be informed of the
acceptable forms and methods of paying the exercise price when you come to exercise your Award. |
| 19. | Restricted resale (this applies if your Award is over Stock) |
Acknowledge that any Stock you may
acquire upon settlement of your Award may be subject to restrictions on transfer and resale in your local jurisdiction and you agree that
you will comply with those restrictions, including that you will not offer, sell, advertise or otherwise market the Stock (or cause any
of these to occur) in circumstances which constitute any type of public offering of securities, unless an exemption applies.
| 20. | Performance conditions (this applies if your Award Notification specifies
that your Award is subject to performance conditions) |
| 20.1 | Accept that the vesting of your Award is conditional
on the satisfaction of one or more performance conditions as set out in the Performance Criteria Appendix to your Award Notification (the
Performance Criteria) and, to the extent the Performance Criteria are not satisfied, your Award may be forfeited. |
| 20.2 | Accept that the Performance Criteria may be altered
in the circumstances specified in Section 10.2 of the Plan. |
| 21. | Malus and clawback (this applies if your Award Notification specifies that
your Award is subject to “Malus and clawback”) |
| 21.1 | Agree that any benefits
you may receive with respect to your Award will be subject to reduction, cancellation, repayment, forfeiture or recoupment if there is
a determination that the vesting of, or amount realized from, your Award was based on: |
| 21.1.1 | materially inaccurate financial statements; or |
| 21.1.2 | any other materially inaccurate performance metric
criteria, |
and you acknowledge that this applies
regardless of whether you caused or contributed to the material inaccuracy.
| 21.2 | Agree that the Company may also seek to recover
your Award where required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback”
provision required by applicable law, regulation or listing standards, including the listing standards of the New York Stock Exchange,
and you authorize such recovery. |
| 22. | Stock ownership guidelines (this only applies if you are subject to the Company’s
stock ownership guidelines) |
| 22.1 | Accept that if you have not met the Company’s
stock ownership guidelines before the applicable compliance deadline but you are a “Section 16 officer” under the U.S.
Securities Exchange Act of 1934, you are prohibited from selling 50% of any Stock you obtain upon vesting or exercise of your Award until
you meet the relevant guidelines, except for any Stock that is sold or cash settled to cover Tax and any exercise price. |
| 22.2 | Accept that if you have not met the guidelines
by the applicable compliance deadline, you are prohibited at all times after that compliance deadline from selling any Stock you
obtain on vesting or exercise of your Award, except for any Stock that is sold or cash settled to cover Tax, commissions and fees and
any exercise price. Once you meet the guidelines, you can sell Stock in excess of the guidelines. |
Global Appendix – Equity Awards4
| 1. | If you are subject to the laws of the European Union |
This offer is being made to selected
employees as part of an employee incentive program in order to provide an additional incentive and to encourage employee share ownership
and to increase your interest in the success of the Company. The company offering these rights is The Coca-Cola Company. The Stock which
is the subject of these rights is new or existing par value common stock in the Company. More information in relation to the Company including
the stock price can be found at the following web address: https://investors.coca-colacompany.com/.
The obligation to publish a prospectus
does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum number of Stock which is the subject of this
offer is [total number of stock awarded for this offer].
| 2. | If
you are subject to the laws of Argentina |
Neither the Award nor the underlying
Stock are publicly offered or listed on any stock exchange in Argentina.
This provision applies if your Award
Notification specifies that your Award is an Option:
Depending upon the method of exercise
chosen for the Option, you may be subject to restrictions with respect to the purchase and/or remittance of U.S. dollars pursuant to Argentine
currency exchange regulations. The Company reserves the right to restrict the methods of exercise if required or advisable to comply with
Argentine laws.
| 3. | If
you are subject to the laws of Australia |
The grant of Awards under the Plan
is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional
details are set forth in the Australia Offer Document, which is available on the plan administrator website.
The offer is intended to receive tax deferred treatment under
Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). The conditions to receive such treatment are contained in the Award Agreement.
| 4. | If you are subject to the laws of Belgium |
If your Award Notification specifies
that your Award is an Option, you confirm you have read and understood the information regarding the Belgian taxation of Options which
has been separately made available to you by email and/or on the plan administrator website. You should review this information thoroughly
before accepting your Option grant.
4
If you are subject to the laws of any of the following countries, there are no country-specific
provisions for your country in this appendix: Bangladesh, Costa Rica, Dominican Republic, Ecuador, Egypt, Japan, Kenya, Korea, Malaysia,
Nigeria, Puerto Rico, Serbia, Sri Lanka, Swaziland, Taiwan, Thailand and Ukraine.
| 5. | If
you are subject to the laws of Brazil |
By accepting the Award, you agree
that you are (i) making an investment decision, and (ii) the value of the underlying Stock is not fixed and may increase or decrease in
value over the vesting or exercise period without compensation to you.
| 6. | If
you are subject to the laws of Canada |
For purposes of your Award, your employment
will be considered terminated and your right (if any) to vest in any Award or exercise any Option after such termination (regardless of
the reason for such termination and whether or not later found to be invalid, unlawful or in breach of the employment laws in the jurisdiction
where you are employed or the terms of your employment agreement, if any) will be measured as of the earlier of: (a) the date your employment
with the Company or one of its Subsidiaries (as defined in the Plan) or Affiliates is terminated, (b) the date you receive written notice
of termination from the Company or a Subsidiary or Affiliate, regardless of any notice period or period of pay in lieu of such notice
mandated under the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any, or (c)
the date you are no longer employed by the Company or any of its Subsidiaries or Affiliates. You will not be entitled to a pro-rata portion
of the Award for any time before the date on which your right to vest terminates, nor will you be entitled to any compensation for lost
vesting. In the event the date on which you are no longer actively providing services cannot be reasonably determined under the terms
of your Award, the Company, in its sole discretion, shall determine when you are no longer employed for purposes of the Award (including
whether you may still be considered employed or actively providing services while on a leave of absence).
Notwithstanding the foregoing, if applicable
employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to
vest in the Award under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you
will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you
be entitled to any compensation for lost vesting.
In
addition to any restrictions on resale and transfer noted in the Plan Documents, Stock acquired pursuant to the Plan will be subject to
certain restrictions on resale imposed by Canadian provincial securities laws (in general, you may not resell your Stock to Canadian purchasers).
Accordingly, you are encouraged to seek legal advice prior to any resale of the Stock.
Furthermore, notwithstanding anything
to the contrary in the Plan or the Award Agreement, Awards granted to Canadian residents shall only be settled in Stock and shall not
be settled in cash.
The
following terms and conditions apply if you are resident in Quebec:
You agree that you wish the Plan Documents
to be drawn up in English.
Vous confirmez que vous souhaitiez
que les Documents du Plan soient rédigés en anglais
| 7. | If
you are subject to the laws of Chile |
Neither the Company, the Plan nor
the Stock have been registered in the Registro de Valores (Securities Registry) or in the Registro de Valores Extranjeros
(Foreign Securities Registry) of the Comisión para el Mercado Financiero de Chile (Chilean Commission for the Financial
market or CMF) and they are not subject to the control of the CMF. The Plan is governed by General Regulation 336. As the Stock is not
registered, the Company has no obligation under Chilean law to deliver public information regarding the Stock in Chile. Shares of Stock
cannot be publicly offered in Chile unless they are registered with the CMF.
Ni
The Coca-Cola Company, ni el Plan ni las Acciones han sido registradas en el Registro de Valores o en el Registro de Valores Extranjeros
que lleva la Comisión para el Mercado Financiero de Chile (CMF) y ninguno de ellos está sujeto a la fiscalización
de la CMF. Esta oferta de Acciones se acoge a la Norma de Carácter General 336. Por tratarse de valores no inscritos, el emisor
de las Acciones no tiene obligación bajo la ley chilena de entregar en Chile información pública acerca de las Acciones.
Las Acciones no pueden ser ofrecidas públicamente en Chile en tanto éstas no se inscriban en el Registro de Valores correspondiente.
| 8. | If you are subject to exchange control restrictions imposed by the China State
Administration of Foreign Exchange (SAFE), as determined by the Company in its sole discretion |
Notwithstanding
any other provision in the Plan Documents, the following provisions apply in the event of the termination of your employment (as interpreted
in accordance with the Employment Events Appendix) with the Company or a Subsidiary (as defined in the Plan) (1) because of your Disability,
or (2) after attaining age 55:
Awards that are Options and Awards
held at least 12 months will immediately vest and will be settled in cash. The cash amount will be determined based on the closing price
of the Stock on the date of your termination of employment (or, if a non-trading day, the next trading day) or the exercise of your Option
(if applicable) within the post-termination exercise period stated below. Awards that are not Options and that are held less than 12 months
from the date of grant are forfeited.
Where Performance Criteria apply,
the Performance Criteria will be measured over a shortened performance period, ending at the end of the year prior to your termination
of employment.
If your Award is an Option, the period
over which you may exercise your Option expires upon earlier of (1) six months from your termination of employment or (2) the Option expiration
date provided in the Plan Documents.
The Company has the discretion to
arrange for the sale of any Stock issued upon settlement of your Award, either immediately upon settlement or at any time thereafter.
In any event, if you terminate employment, you will be required to sell all Stock acquired upon settlement of the Award within such time
period as required by the Company in accordance with SAFE requirements. Any Stock remaining in your brokerage account at the end of this
period shall be sold by the broker (on your behalf pursuant to this authorization and without further consent). In addition, any Award
that has not vested by the end of this period will then immediately be forfeited. The Company shall have the exclusive discretion to determine
when your employment has been terminated for the purposes of the Award.
You agree to sign any additional agreements,
forms and/or consents that reasonably may be requested by the Company (or the Company’s designated broker) to effectuate the sale
of the Stock (including, without limitation, as to the transfer of the sale proceeds and other exchange control matters noted below) and
shall otherwise cooperate with the Company with respect to such matters. You acknowledge that neither the Company nor the designated broker
is under any obligation to arrange for the sale of Stock at any particular price (it being understood that the sale will occur in the
market) and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Stock is sold, the
sale proceeds, less any withholding for applicable taxes, any broker’s fees or commissions, and any similar expenses of the sale
will be remitted to you in accordance with applicable exchange control laws and regulations.
By accepting the Award, you acknowledge
that you understand and agree that you are not permitted to transfer any Stock acquired under the Plan out of your account established
with the Company’s designated broker until the Stock is sold. The limitation applies to all Stock issued to you under the Plan,
whether or not you remained employed with the Company or a Subsidiary.
You understand and agree that you will
be required to immediately repatriate to China the proceeds from the sale of any Stock acquired under the Plan and any such dividends
paid on such shares. You further understand that such repatriation proceeds may need to be effected through a special bank account established
by the Company (or a Subsidiary or Affiliate in China), and you hereby consent and agree that any sale proceeds and cash dividends may
be transferred to such special account by the Company (or a Subsidiary or Affiliate in China) on your behalf prior to being delivered
to you and that no interest shall be paid with respect to funds held in such account.
The proceeds may be paid to you in
U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you in U.S. dollars, you understand that
a U.S. dollar bank account in China must be established and maintained so that the proceeds may be deposited into such account. If the
proceeds are paid to you in local currency, you acknowledge that the Company (and its Subsidiaries and Affiliates) are under no obligation
to secure any particular exchange conversion rate and that the Company (and its Subsidiaries and Affiliates) may face delays in converting
the proceeds to local currency due to exchange control restrictions. You agree to bear any currency fluctuation risk between the time
the Stock is sold and the net proceeds are converted into local currency and distributed to you. You further agree to comply with any
other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements
in China.
In addition to the vesting schedule
for your Award, settlement of the Award is also conditioned on the continued effectiveness of the Company’s registration of the
Plan with SAFE (the SAFE Registration Requirement). If or to the extent the Company is unable to maintain the registration, no
Stock for which a registration cannot be maintained shall be issued. In this case, the Company retains the discretion to settle any Award
for which the vesting schedule, but not the SAFE Registration Requirement, has been met in cash paid through local payroll in an amount
equal to the market value of the Stock subject to the Award less any withholding for applicable taxes.
The Company (and its Subsidiaries and
Affiliates) shall not be liable for any costs, fees, lost interest or dividends or other losses that you may incur or suffer resulting
from the enforcement of the foregoing terms or otherwise from the Company’s operation and enforcement of the Plan, the Award Agreement,
and the Award in accordance with any applicable laws, rules, regulations and requirements.
| 9. | If
you are subject to the laws of Colombia |
You acknowledge that pursuant to Article
128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any legal purpose.
| 10. | If
you are subject to the laws of France |
By accepting the Award, you confirm
that you have read and understood the Plan Documents, which were provided in English. You accept the terms of those Plan Documents and
confirm that you have a good knowledge of the English language.
En acceptant ce paiement, vous confirmez
avoir lu et compris les documents relatifs à ce plan d’incitation à long terme (qui vous ont été fournis
en anglais) et que vous acceptez les termes de ce plan.
| 11. | If
you are subject to the laws of Hong Kong |
WARNING:
The contents of the Plan Documents
have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you
are in any doubt about any of the contents of the Plan Documents, you should obtain independent professional advice.
This offer to receive an Award under
the Plan (the Offer) is strictly private and only available to eligible employees of [name of Hong Kong company]. The Offer has
also not been approved by the Securities and Futures Commission in Hong Kong and it should not be made in whole or in part to the public
or any third-party.
No Awards granted under the Plan may
be transferred or assigned, except as expressly permitted by the Company in writing.
Sale of Stock. Any Stock received
at vesting is accepted as a personal investment. In the event that any portion of this Award vests within six months of the grant date,
you agree that you will not offer to the public or otherwise dispose of the Stock acquired prior to the six-month anniversary of the grant
date.
| 12. | If
you are subject to the laws of India |
You must repatriate to India all funds resulting from the sale
of Stock acquired in relation to your Award within 90 days, and all proceeds from the receipt of any dividends within 180 days. You should
receive a foreign inward remittance certificate (FIRC) from your bank where you deposit the foreign currency. You should maintain
the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or your employer requests proof of repatriation.
| 13. | If you are subject to the laws of Indonesia |
A translation of the documents relating
to this grant into Bahasa Indonesia can be provided to you upon request to your local human resources representative. By accepting the
grant of the Award, you (i) confirm having read and understood the documents relating to this grant which were provided in the English
language, (ii) accept the terms of those documents accordingly, and (iii) agree not to challenge the validity of this document based on
Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).
Terjemahan dari dokumen-dokumen terkait
dengan pemberian ini ke Bahasa Indonesia dapat disediakan bagi anda berdasarkan permintaan kepada perwakilan sumber daya manusia lokal
anda. Dengan menerima pemberian Award, anda (i) mengkonfirmasi bahwa dirinya telah membaca dan mengerti dokumen-dokumen yang terkait dengan
pemberian ini yang disediakan dalam Bahasa Inggris, (ii) menerima syarat-syarat dari dokumen-dokumen tersebut, dan (iii) setuju untuk
tidak mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang No. 24 Tahun 2009 tentang Bendera, Bahasa, dan Lambang
Negara, Serta Lagu Kebangsaan atau Peraturan Presiden pelaksananya (ketika diterbitkan).
| 14. | If
you are subject to the laws of Italy |
By accepting the grant of the Award,
you acknowledge that you have received a copy of the Plan Documents, you have reviewed the Plan Documents in their entirety and you fully
understand and accept all provisions of the Plan Documents. You further acknowledge that you have read and expressly approve the following
sections of the Additional Terms: section 2 (Employment); section 4 (Modifications and additional requirements); section 5 (Tax); and
section 15 (General).
| 15. | If
you are subject to the laws of Mexico |
By participating in the Plan, you acknowledge
that you have received a copy of the Plan, reviewed the Plan in its entirety and fully understand and accept all provisions of the Plan.
You further acknowledge that you have read and expressly approve the terms and conditions set forth in section 2 (Employment) of the Additional
Terms, in which the following is clearly described and established: (i) your participation in the Plan does not constitute an acquired
right; (ii) the Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis; (iii) your participation
in the Plan is voluntary; and (iv) the Company and its Subsidiaries (as defined in the Plan) are not responsible for any decrease in the
value of the underlying Stock.
By participating in the Plan, you expressly
recognize that The Coca Cola Company, with registered offices at One Coca-Cola Plaza, Atlanta, Georgia 30313, USA, is solely responsible
for the administration of the Plan and that your participation in the Plan and acquisition of Stock does not constitute an employment
relationship between you and the Company since you are participating in the Plan on a wholly commercial basis. Based on the foregoing,
you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights
between you and the Company and do not form part of the employment conditions and/or benefits provided by the Company and any modification
of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.
You further understand that your participation
in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right
to amend and/or discontinue your participation at any time without any liability to you.
Finally, you hereby declare that you
do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the
Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, branches,
representation offices, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Al participar en el Plan, usted reconoce
que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende y acepta en su totalidad, todas y cada una
de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente los términos y condiciones señalados
en el párrafo titulado Naturaleza de la Oferta en el Convenio, en lo que claramente se describe y establece lo siguiente: (i) su
participación en el Plan no constituye un derecho adquirido; (ii) el Plan y su participación en el Plan son ofrecidos por
la Compañía sobre una base completamente discrecional; (iii) su participación en el Plan es voluntaria; y (iv) la
Compañía y sus Afiliadas no son responsables de ninguna por la disminución en el valor de las Acciones subyacentes.
Al participar en el Plan, usted reconoce
expresamente que The Coca-Cola Company, con oficinas registradas en One Coca-Cola Plaza, Atlanta, Georgia 30313, Estados Unidos de América,
es la única responsable por la administración del Plan, y que su participación en el Plan, así como la adquisición
de las Acciones, no constituye una relación laboral entre usted y la Compañía, debido a que usted participa en el
plan sobre una base completamente mercantil. Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera
obtener por su participación en el Plan, no establecen derecho alguno entre usted y la Compañía, y no forman parte
de las condiciones y/o prestaciones laborales que la Compañía ofrece, y que las modificaciones al Plan o su terminación,
no constituirán un cambio ni afectarán los términos y condiciones de su relación laboral.
Asimismo usted entiende que su participación
en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía
se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier momento, sin que usted incurra en responsabilidad
alguna.
Finalmente, usted declara que no se
reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía, por concepto
de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios derivados del Plan, y
por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus Afiliadas, sucursales, oficinas
de representación, sus accionistas, funcionarios, agentes o representantes legales, con respecto a cualquier reclamación
que pudiera surgir.
The Stock underlying your Award has not been registered with
the National Register of Securities maintained by the Mexican Banking and Securities Commission and may not be offered or sold publicly
in Mexico. The Plan Documents may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing
relationship with the Company and its Subsidiaries and may not be reproduced or copied in any form. The offer contained in these materials
is addressed solely to the present employees of the Company and its Subsidiaries in Mexico and any rights under the Plan may not be assigned
or transferred. The Stock underlying your Award will be offered pursuant to a private placement exception under the Mexican Securities
Law.
| 16. | If you are subject to the laws of New Zealand |
You are being offered an Award which,
if vested, will entitle you to acquire Stock in accordance with the terms of the Plan Documents. The Stock, if issued, will give you a
stake in the ownership of the Company. You may receive a return if dividends are paid.
If the Company runs into financial difficulties
and is wound up, you will be paid only after all creditors and holders of preference shares (if any) have been paid. You may lose some
or all of your investment, if any.
New Zealand law normally requires people
who offer financial products to give information to investors before they invest. This information is designed to help investors to make
an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, you may
not be given all the information usually required. You will also have fewer other legal protections for this investment. You are advised
to ask questions, read all documents carefully, and seek independent financial advice before committing.
The Stock is quoted on the New York Stock
Exchange. This means that if you acquire Stock under the Plan, you may be able to sell the Stock on the New York Stock Exchange if there
are interested buyers. You may get less than you invested. The price will depend on the demand for the Stock.
For information on risk factors impacting
the Company’s business that may affect the value of the Stock, you should refer to the risk factors discussion on the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are
available online at www.sec.gov, as well as on the Company’s “Investor Relations” website at https://investors.coca-colacompany.com/.
| 17. | If
you are subject to the laws of Peru |
The grant of the Award is considered
a private offering in Peru; therefore, it is not subject to registration in Peru. For more information concerning the offer, please refer
to the Plan Documents and any other materials or documentation made available by the Company. For more information regarding the Company,
please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities
and Exchange Commission and are available at www.sec.gov, as well as the Company’s “Investor Relations” website
at https://investors.coca-colacompany.com/.
By accepting the Award, you acknowledge
that the Award is being granted ex gratia with the purpose of rewarding you.
| 18. | If
you are subject to the laws of Philippines |
The following wording is hereby
made a part of the Plan Documents:
The securities being offered or sold
under the Plan have not been registered with the Philippine Securities and Exchange Commission under the Philippine Securities Regulation
Code. Any future offer or sale of the securities in the Philippines is subject to registration requirements under the Securities Regulation
Code unless such offer or sale qualifies as an exempt transaction.
This applies if your Award Notification
specifies that your Award is an Option:
Notwithstanding any terms or conditions
of the Plan Documents, you acknowledge and agree that you will be restricted to the cashless sell-all method of exercise. To complete
a cashless sell-all exercise, you must to instruct the broker to (i) sell all of the Stock issued upon exercise of the Option; (ii) use
the proceeds to pay the exercise price, any applicable Liabilities and brokerage fees or commissions; and (iii) remit the balance in cash
to you. You will not be permitted to hold the Stock after exercise. Depending on the development of local laws, the Company reserves the
right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise
or any other method of exercise and payment of Liabilities permitted under the Plan.
| 19. | If
you are subject to the laws of Russia |
Information contained in the Plan
Documents does not constitute an advertisement of any securities in Russia and must not be passed on to third parties or otherwise be
made publicly available in Russia. The Awards and the Stock to be granted under the Plan have not been and will not be registered in Russia
and are not intended for ‘placement’ or ‘circulation’ in Russia.
| 20. | If
you are subject to the laws of Singapore |
You acknowledge that the Plan Documents
have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Plan Documents and any other document
or material in connection with the offer or sale, or invitation for subscription or purchase of the Stock may not be circulated or distributed,
nor may the Stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than pursuant to, and in accordance with the conditions of, an exemption under any provision (other than
Section 280) of Subdivision (4) of Division 1 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore.
The Awards under the Plan are prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).
| 21. | If
you are subject to the laws of South Africa |
By accepting the Award, you agree
to immediately notify your employer of the amount of any income realized upon exercise or vesting of the Award. If you fail to advise
your employer of the income realized upon exercise or vesting of the Award, then you may be liable for a fine. You personally will be
responsible for paying the difference between the actual tax liability and the amount withheld by the Company or your employer.
The documents listed below are available
for your review on the Company’s website at https://investors.coca-colacompany.com/ and the Company’s intranet:
1.
The Company’s most recent annual financial statements; and
2.
The Company’s most recent Plan prospectus.
A copy of the above-listed documents will be sent to you free
of charge on written request to Global Equity, The Coca-Cola Company, at One Coca-Cola Plaza, Atlanta, Georgia 30313, USA. You should
read these materials carefully before making a decision whether to participate in the Plan.
| 22. | If you are subject to the laws of Spain |
By accepting the Award, you acknowledge
that you consent to participation in the Plan and have received a copy of the Plan Documents. Except as otherwise provided in the Plan
Documents, termination of your employment for any reason (including for the reasons listed below) will automatically result in the forfeiture
of any unvested Awards; in particular, you understand and agree that such Awards will be forfeited without entitlement to the underlying
Stock or to any amount as indemnification in the event of a termination of your employment prior to vesting by reason of, including, but
not limited to, resignation, disciplinary dismissal with or without cause, individual or collective layoff with or without cause, material
modification of employment under Article 41 of the Worker’s Statute, relocation under Article 40 of the Worker’s Statute,
Article 50 of the Worker’s Statute, Article 10.3 of Royal Decree 1382/1985 and unilateral withdrawal by your employer.
Furthermore, you understand that the
Company has unilaterally, gratuitously, and in its sole discretion decided to grant Awards under the Plan to individuals who may be employees
of the Company’s group throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition
that any grant will not bind the Company or any Subsidiary (as defined in the Plan) or Affiliate, other than to the extent set forth in
the Plan Documents. Consequently, you understand that the Awards are offered on the assumption and condition that the Awards and any Stock
acquired under the Plan are not part of any employment contract (either with the Company or any Subsidiary or Affiliate), and shall not
be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition,
you understand that this offer would not be made but for the assumptions and conditions referred to above; thus, you acknowledge and freely
accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant
of or right to the Award shall be null and void.
| 23. | If
you are subject to the laws of Sweden |
The following provision
supplements section 5 (Tax) of the Additional Terms:
Without limiting the authority of
any Withholding Person to satisfy their withholding obligations for Tax as set forth in section 5 (Tax) of the Additional Terms, by accepting
the grant of the Award, you authorize any Withholding Person to withhold or to sell Stock otherwise deliverable to you to satisfy Tax,
regardless of whether the Withholding Person has an obligation to withhold such Tax.
| 24. | If
you are subject to the laws of Switzerland |
The offering of the Plan in Switzerland
is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (FinSA) because such
offering by the Company is made exclusively to current or former members of the board of directors, members of the management board or
employees of the Company, the employer and its Affiliates. The Plan Documents do not constitute a prospectus pursuant to FinSA, and no
such prospectus has been or will be prepared for or in connection with the offering of the Plan.
| 25. | If
you are subject to the laws of Turkey |
Under Turkish law, you are not permitted
to sell any Stock acquired under the Plan in Turkey. The shares are currently traded on the New York Stock Exchange, which is located
outside of Turkey, under the ticker symbol “KO” and the Stock may be sold through this exchange.
You acknowledge that any activity related to investments in
foreign securities (e.g. the sale of Stock) should be conducted through a bank or financial intermediary institution licensed by the Turkey
Capital Markets Board and should be reported to the Turkish Capital Markets Board. You are solely responsible for complying with this
requirement and should consult with a personal legal advisor for further information regarding any obligations in this respect.
| 26. | If you are subject to the laws of the United Arab Emirates |
The Awards are granted under the Plan
only to select employees of the Company’s group and are in the nature of providing employee equity incentives in the United Arab Emirates.
The Plan Documents are intended for distribution only to such employees and must not be delivered to, or relied on by, any other person.
Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the
contents of the Plan Documents, you should consult an authorized financial adviser. The Emirates Securities and Commodities Authority
has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai
Department of Economic Development has approved the Plan Documents nor taken steps to verify the information set out herein, and has no
responsibility for such documents.
| 27. | If
you are subject to the laws of the United Kingdom |
This offer is being made to selected
employees as part of an employee incentive program in order to provide an additional incentive and to encourage employee share ownership
and to increase your interest in the success of the Company. The company offering these rights is The Coca-Cola Company. The Stock which
is the subject of these rights is new or existing par value common stock in the Company. More information in relation to the Company including
the stock price can be found at the following web address: https://investors.coca-colacompany.com/.
The obligation to publish a prospectus
does not apply because of Section 86(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented or substituted by any
UK legislation enacted in connection with the UK’s exit from the European Union). The total maximum number of Stock which is the
subject of this offer is [total number of stock awarded for this offer].
| 28. | If you are subject
to the laws of Cambodia, Morocco, Myanmar, Nepal, Pakistan, or Vietnam |
The Company reserves the right to restrict
you from acquiring Stock at exercise or vesting of your Award. Instead, the Company reserves the right to make a payment to you in cash
upon exercise or vesting of your Award. Any references to the issuance of shares or Stock in any documents related to the Award shall
not be applicable in these circumstances.
Performance Criteria Appendix
[INTENTIONALLY LEFT BLANK]
Exhibit
10.2
Award
Notification – Stock Option
Congratulations
[INSERT FULL NAME]! On [INSERT GRANT DATE], The Coca-Cola Company (the Company) granted you an award (your Award)
under The Coca-Cola Company 2014 Equity Plan, as amended from time to time (the Plan). Your Award is a great opportunity
to share in the long-term success of the Company and contribute to its future growth.
This
document provides details of the key terms of your Award. Your Award is subject to the formal rules of the Plan, plus the
additional terms and conditions (including country specific terms) as set out in a document called the “Additional Terms”.
The Additional Terms is available to review as part of the Award acceptance process. The Plan is available in the Documents section
of the Merrill Benefits OnLine® website. This Award Notification (including the appendices), the Plan and the Additional Terms
together form your Award Agreement. You are being asked to confirm that you understand and agree to be bound by these documents
as part of the Award acceptance process, so we recommend you read them carefully.
| Details of Award |
|
|
| Type
of Award |
Option
- This is a conditional right to purchase $0.25 par value common stock of the Company (Stock) in the future, at the exercise
price specified below. For tax purposes, this is a nonqualified stock option. |
|
| BELGIUM
ONLY - Option offer date |
[INSERT
DATE]
BELGIUM ONLY
- If you accept your Award within 60 days of this date, the Award is taxable on the 60th day following the offer date.
If you do not accept within the 60-day period, your Award is taxed at exercise. |
|
| Number
of shares of Stock subject to your Award |
[INSERT] |
|
| Exercise
price |
[INSERT]
This is the price you will
pay per share of Stock. |
|
| Continuing
employment |
Your Award is
subject to your continuing employment, as set out in the Employment Events Appendix to this document and the Plan. |
|
| Dates
your Award normally vests |
25%
per year over 4 years, as follows:
[INSERT DATE] - 25% of your
Award vests
[INSERT DATE] - a further
25% of your Award vests
[INSERT DATE] - a further
25% of your Award vests
[INSERT DATE] - the final
25% of your Award vests
When your Award vests, you
become entitled to exercise your Award.
Remember:
your Award will only vest if and to the extent that all of the terms and conditions of your Award are satisfied. To the
extent that your Award does not vest, it will be forfeited. |
|
| Details of Award |
|
| Exercise
of your Award |
‘Exercising’
your Award simply means exercising your right to buy the vested Stock subject to your
Award.
In order to exercise
your Award, you must submit any required documentation, pay the exercise price (see above), arrange to pay any tax, fees and costs
(which may be withheld), and take any other steps that might be required from you. You will be informed of the acceptable form(s)
and method(s) of paying the exercise price when you exercise your Award. |
| Expiration
date |
[INSERT]
This is the date your Award
will normally expire (unless it expires earlier under the Plan or the Award terms and conditions). When your Award expires,
you lose your right to buy the Stock. |
| Prohibited
Activities |
If you engage
in certain activities (called Prohibited Activities), your Award will be forfeited and you will be required to pay back any
gain from your Award. Refer to the Prohibited Activities Appendix to this document. |
Finally,
certain data privacy provisions apply to you in connection with your Award, as set out in the Data Privacy Appendix to this document.
In the
event of any conflict between this Award Notification (including the appendices), the Additional Terms and the Plan, the Plan
takes precedence.
Action
required!
If
you wish to accept your Award, you must accept it using the Merrill Benefits OnLine® website by [INSERT DATE/TIME].
If you fail to do so by this deadline, then the Company may declare your Award grant null and void at any time. If this
happens, your Award will be forfeited, and you will have no right to the underlying Stock. |
Interpretation
The
appendices below form part of your Award Notification. The singular includes the plural and defined terms have the meaning given
in the Plan, unless otherwise specified. For the purposes of the Prohibited Activities Appendix, references to your employer include
your former employer, and for the purposes of the Data Privacy Appendix, references to your employer include your current local
employing entity or former local employing entity and the Company (where applicable). References to the Committee mean
The Compensation Committee of the Board of Directors of the Company, unless otherwise specified.
Employment
Events Appendix – Stock Option
The table
below sets out the impact to your Award (if any) upon certain employment events. The terms of the table below apply to vested
and unvested portions of an Award equally, unless otherwise stated. Except as otherwise specified herein, all other terms and
conditions of your Award continue to apply.
| Event |
Impact
to your Award |
| Disability |
If
your employment with the Company or a Subsidiary terminates because of Disability, your Award immediately vests. Otherwise,
if you remain employed, there is no impact to your Award. |
| Death |
Any
Award that has not been accepted terminates immediately upon your death and may not be transferred to your heirs.
If
you die while employed with the Company or a Subsidiary, your Award immediately vests, however, it expires on the earlier
of (1) one year from your date of death, or (2) the expiration date in the Award Notification.
If
you die after your termination of employment (but before your Award has expired), your Award expires on the earlier of
(1) one year from your date of death, or (2) the expiration date that applied to your Award at your date of death. |
| Leave
of absences |
If
you are on (1) US military leave, (2) a Company-paid leave of absence (meaning paid under Company payroll), or (3) an
unpaid leave of absence (approved pursuant to a published Company policy available to all employees covered under the
policy) of 12 months or less, there is no impact to your Award.
For
all other leaves of absence not specified in the paragraph above, including all approved unpaid leaves that extend beyond
12 months, your Award will be treated in accordance with the general termination provision at (C) below1,
except thatif the Committee identifies a valid business interest in doing otherwise, it may specify what provisions it
deems appropriate at its sole discretion (provided that the Committee shall have no obligation to consider any such matters). |
| Transfer |
If
you transfer (1) between the Company and any Subsidiary or, (2) at the Committee’s discretion, to an Affiliate that
is not a Subsidiary, there is no impact to your Award. |
| Termination |
A. If your employment with the Company or a Subsidiary terminates after attaining age 60:
· Awards held less than 12 months are immediately forfeited, and
· Awards held at least 12 months immediately vest. |
1 If an approved unpaid
leave of absence extends beyond 12 months, the terms of the general termination provision (C) will apply at the end of the 12th
month.
| Event |
Impact
to your Award |
| |
B. If
your employment with the Company or a Subsidiary terminates involuntarily for any reason other than for cause within one year
after a Change in Control, your Award will be treated as described in the Plan. |
| |
C. If
your employment (1) with the Company or a Subsidiary terminates for any other reason, or (2) with an Affiliate (that is
not a Subsidiary) terminates for any reason2:
· any
unvested portion of the Award is immediately forfeited, and
· any
vested portion of the Award will be forfeited upon the earlier of (1) six months from your termination date, or (2) the
expiration date in the Award Notification.
Notwithstanding anything
herein, if your employment with an Affiliate terminates and you immediately become employed by the Company or a Subsidiary,
there is no impact on your Award. |
| |
|
For the
purposes of your Award, you are deemed to have terminated employment on the date you are no longer actively providing services
to the relevant entity or entities, regardless of the reasons for termination and whether or not later found to be invalid or
in breach of your employment agreement, if any, or employment laws in the jurisdiction where you are employed. The Committee has
exclusive discretion to decide when you are considered to be no longer actively providing services for the purposes of your Award.
However, you will not be considered to be actively providing services during any contractual notice period or any period of “garden
leave” or similar period mandated under employment laws in the jurisdiction where you are employed or in your employment
agreement, if any, unless the Committee decides otherwise.
2
This also would apply in the case where the Committee determined that your transfer to the Affiliate would not impact your
Award. If your employer no longer meets the definition of “Affiliate”, you are deemed to have terminated employment
for the purposes of the Plan.
Prohibited
Activities Appendix
| 1. | Engaging
in Prohibited Activity |
Section
1.2 (Implications) applies if you engage in a Prohibited Activity (as defined in section 5 (Types of Prohibited Activity) below)
at any time during the term of your Award or within one year after the later of:
| 1.1.1 | the
termination of your employment with the Company, your employer or any Affiliate; and |
| 1.1.2 | the
last date of vesting or exercise of all or any portion of your Award. |
If
this section 1.2 applies:
| 1.2.1 | your
Award will immediately terminate, be forfeited and (if relevant) cease to be exercisable;
and |
| 1.2.2 | within
10 days after receiving written notice from the Company that this section applies, you
must pay in cash to the Company: |
| (i) | any
and all gains associated with any previous vesting or exercise of all or any portion
of your Award; and |
| (ii) | interest
calculated from the time of the notice until the date of repayment to the Company. |
| 2. | Implications
for settled Awards |
For
the purposes of section 1.2.2, each gain associated with the vesting or exercise of all or any portion of your Award will be calculated
as:
| 2.1.1 | where
your Award is in the form of an Option, the closing price per share of Stock on the date
of exercise as reported on the New York Stock Exchange Composite Transactions listing
minus the exercise price per share of Stock, multiplied by the number of shares of Stock
over which the Award was exercised; |
| 2.1.2 | where
your Award is in the form of Restricted Stock Units or Growth Share Units, the closing
price per share of Stock on the date of vesting as reported on the New York Stock Exchange
Composite Transactions listing, multiplied by the number of shares of Stock that vested;
and |
| 2.1.3 | where
your Award is in the form of Performance Cash, the gross amount of the cash payment that
vested. |
If
all or any part of this Prohibited Activities Appendix is held to be invalid, illegal or unenforceable for any reason by any court
with jurisdiction:
| 3.1.1 | you
will transfer to the Company all of the shares of Stock that you acquired on vesting
or exercise of your Award that you still hold (and if your Award is an Option, the Company
will pay to you the exercise price you paid for that Stock in exchange); and |
| 3.1.2 | where
you have already sold, transferred or disposed of any shares of Stock you acquired on
vesting or exercise of your Award, you must pay to the Company: |
| (i) | any
and all gains associated with each sale, transfer or disposal; and |
| (ii) | interest
calculated from the date of each sale, transfer or disposal until the date of repayment
to the Company. |
For
the purposes of section 3.1.2, the gain associated with the sale, transfer or disposal will in each case be calculated as the
closing price per share of Stock on the date of the sale, transfer or disposal as reported on the New York Stock Exchange Composite
Transactions listing (minus, where your Award is an Option, the exercise price per share of Stock), multiplied by the number of
shares of Stock sold, transferred or disposed of.
Any
interest payable under this Prohibited Activities Appendix will be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
| 5. | Types
of Prohibited Activity |
The
term Prohibited Activity includes any and all of the following:
Making
any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company, your employer and/or
any Affiliate, including but not limited to negative references to the Company or its products, services, corporate policies,
or current or former officers or employees, customers, suppliers, or business partners or associates.
Publishing
any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast or
television transmission, or communicating with any representative of the media relating to confidential matters regarding the
business or affairs of the Company, your employer and/or any Affiliate which you were involved with during your employment.
| 5.3 | Disclosure
of a Trade Secret |
Failure
to hold in confidence any and all Trade Secrets of the Company that came into your knowledge during your employment with the Company,
your employer and/or any Affiliate, or disclosing, publishing, or making use of, at any time, such Trade Secrets.
For
these purposes, Trade Secret means any technical or non-technical data, formula, pattern, compilation, program, device,
method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers
or other information similar to any of the foregoing, which:
| 5.3.1 | derives
economic value, actual or potential, from not being generally known to and not being
readily ascertainable by proper means by other persons who can derive economic value
from its disclosure or use; and |
| 5.3.2 | is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy. |
| 5.4 | Disclosure
of Confidential Information |
Failure
to hold in confidence all Confidential Information of the Company, your employer and/or any Affiliate that came into your knowledge
during your employment with the Company, your employer or any Affiliate, or disclosing, publishing, or making use of such Confidential
Information.
For
these purposes, Confidential Information means any data or information, other than Trade Secrets (as defined in section
5.3 (Disclosure of a Trade Secret)), that is valuable to the Company and not generally known to the public or to competitors of
the Company.
| 5.5 | Failing
to return materials |
Your
failure, in the event of your termination of employment for any reason, promptly to deliver to the Company all memoranda, notes,
records, manuals or other documents, including all copies of such materials and all documentation prepared or produced in connection
therewith, containing Trade Secrets (as defined in section 5.3 (Disclosure of a Trade Secret)) or Confidential Information (as
defined in section 5.4 (Disclosure of Confidential Information)) regarding the Company’s business, whether made or compiled
by you or furnished to you by virtue of your employment with the Company, your employer or any Affiliate, or failure promptly
to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and
other property furnished to you by virtue of your employment with the Company, your employer or any Affiliate.
Rendering
services for any organization which, or engaging directly or indirectly in any business which, in the sole judgment of the Committee
or the Chief Executive Officer of the Company or any senior officer designated by the Committee, is or becomes competitive with
the Company.
Soliciting
or attempting to solicit for employment, for or on behalf of any corporation, partnership, or other business entity, any employee
of the Company, your employer or an Affiliate with whom you had professional interaction during the last twelve months of your
employment with the Company, your employer or the Affiliate.
| 5.8 | Violation
of Company policies |
Violating
any written policies of the Company or your employer applicable to you, including, without limitation, The Coca-Cola Company Global
Insider Trading Compliance Policy.
You
may be released from the effects of this Prohibited Activities Appendix if the Committee determines in its sole discretion that
such action is in the best interest of the Company and its stockholders.
Nothing
in this Prohibited Activities Appendix is intended to or will be interpreted as diminishing or otherwise limiting the Company’s
right under applicable state or local law or any prior agreement you have signed or made with the Company regarding trade secrets,
confidential information, or intellectual property.
Data
Privacy Appendix
This
Data Privacy Appendix sets out certain data privacy provisions that apply to you in connection with your Award.
For
the purposes of this Data Privacy Appendix, Data means personal information that directly or indirectly identifies you,
including: your name, home address and telephone number, your date of birth, your government identification number, your salary
information, nationality, job title and employment location, any shares or directorships you hold or held in the Company or any
Affiliate, details of your Award and any equity or cash awards or any other entitlements to stock or cash granted (regardless
of whether or not exercised, vested or settled, and including any cancelled or forfeited awards), any information necessary to
process your Award or any other award (e.g. your mailing address for a check payment or bank account wire transfer information),
any other information necessary to process mandatory tax withholding and reporting and/or, where applicable, your employment or
service termination date and the reason for the termination.
| 2. | For
Award recipients not located in the EEA or UK |
This
section applies if you reside anywhere in the world except the European Economic Area (EEA) or the United Kingdom (UK). By accepting
your Award, you confirm the following:
You
voluntarily consent to the collection, use and transfer, in electronic or other form, of your Data by and between the Company,
your employer or any Affiliate for the purpose of implementing, administering, and managing your participation in the Plan.
You
understand that the Company and its Affiliates may hold Data for the exclusive purpose of implementing, administering, and managing
the Plan.
| 2.3 | Purposes
of collection |
You
understand that Data will be transferred to one or more stock or incentive plan service providers selected by the Company, which
may assist the Company with the implementation, administration, and/or management of the Plan.
You
understand that the recipients of Data may be located in the United States or elsewhere. The Company also uses third party service
providers who may assist with the implementation, administration or management of the Plan. These service providers are bound
by contract to handle Data in a way that aligns with this Data Privacy Appendix and applicable law. If you have any questions
about the local entities or services providers who may access or handle your Data, please contact your local human resources representative.
By
consenting at section 2.1 (Consent) above, you authorize the Company and any other possible recipients that do or may assist the
Company with implementing, administering or managing the Plan to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the sole purpose of implementing, administering and/or managing your participation in the Plan.
You
understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.
In some cases, your information will be retained for the Company or your employer to comply with a legal or tax obligation.
You
understand that if you reside in certain jurisdictions, to the extent required by applicable laws, you may, at any time and without
cost:
| 2.6.1 | request
access to Data; |
| 2.6.2 | request
additional information about the storage and processing of Data; |
| 2.6.3 | require
any necessary amendments to Data; or |
| 2.6.4 | refuse
or withdraw the consents you give by accepting the Award, |
by
contacting your local human resources representative in writing.
| 2.7 | Implications
of not consenting or withdrawing consent |
You
understand that you provide these consents on a purely voluntary basis. If you do not consent, or if you later withdraw your consent,
your employment or service contract with the Company or an Affiliate will not be adversely affected. Refusing or withdrawing your
consent will mean that the Company will not be able to grant new awards or administer or maintain any existing awards (including
this Award) under the Plan. You understand that refusing or withdrawing your consent may affect your ability to participate in
the Plan (including the right to retain an award, such as this Award). You understand that you may contact a local human resources
representative for more information on the consequences of refusal to consent or withdrawal of consent.
| 3. | For
Award recipients located in the EEA and/or UK |
This
section applies if you reside inside the United Kingdom (UK) and/or the European Economic Area (EEA). By accepting your Award,
you confirm the following:
You
understand that the your employer (acting as controller) and the Company may collect, to the extent permissible under applicable
law, Data for the exclusive purpose of implementing, administering, and managing the Plan. The Data is collected from you, the
employer, and the Company for the exclusive purpose of implementing, administering, and managing the Plan in accordance with the
terms of your Award.
| 3.2 | Purposes
of collection/processing |
You
acknowledge the legal basis for Data processing is performance of the contract comprising your Award. The Data must be provided
in order for you to participate in the Plan and for the parties to your Award to perform their respective obligations as set out
in your Award documents. If you do not provide Data, you will not be able to participate in the Plan or continue to hold your
Award.
| 3.3 | Transfers
and retention of Data |
You
understand that your employer will transfer Data to the Company for Plan administration purposes. The Company and your employer
may also transfer your Data to other service providers (such as accounting firms, payroll processing firms or tax firms), as may
be selected by the Company now or in the future, to assist the Company and your employer with the implementation, administration
and/or management of your Award. You understand that recipients of the Data may be located in a country that does not benefit
from an adequacy decision issued by the European Commission. When your information is transferred outside the EEA or the UK (as
applicable), it is done in accordance with data protection laws and regulations requiring adequate transfer mechanisms. For further
information as to the transfer of your Data, please contact privacy@coca-cola.com. Your Data will be held only as long
as is necessary to implement, administer and manage your rights and obligations under the terms of your Award documents, as well
as in compliance with other laws requiring a longer retention period.
You
understand the Company and your employer will take steps in accordance with applicable legislation to keep Data accurate, complete
and up to date.
You
understand you are entitled to:
| |
3.5.1 |
have any inadequate, incomplete or incorrect
Data corrected; |
| |
|
|
| |
3.5.2 |
request access to your Data and additional
information about the processing of that Data; |
| |
|
|
| |
3.5.3 |
object to the processing of Data or have
your Data erased, under certain circumstances; and |
| |
|
|
| |
3.5.4 |
subject to applicable law: |
| (i) | restrict
the processing of your Data so that it is stored but not actively processed (e.g. while
the Company assesses whether you are entitled to have Data erased); and |
| (ii) | receive
a copy of the Data provided in connection with your Award or generated by you, in a common
machine-readable format, |
and
you may exercise these rights by contacting a local human resources representative.
You
understand you have the right to contact, and may lodge a complaint with, the relevant data protection supervisory authority.
You
may also contact the EU Data Protection Officer:
Nicola Aliperti Coca-Cola Italia s.r.l.
Viale Edison 110
Building B
20099 Sesto San Giovanni (Milan)
Italy
DPO-Europe@coca-cola.com
| 4. | Country
specific provisions |
The
provisions below supplement section 2 (For Award recipients not located in the EEA or UK) of this Data Privacy Appendix. By accepting
your Award, you confirm the following:
| 4.1 | If
you are subject to the laws of Canada |
You
authorize the Company, your employer, and your employer’s representatives to discuss with and obtain all relevant information
from all personnel (professional or not) involved in the administration and operation of the Plan. You authorize your employer,
the Company, any Affiliates and any stock or incentive plan service provider that may be selected by the Company to assist with
the Plan to disclose and discuss the Plan with their respective advisors. You further authorize your employer, the Company and
any Affiliates to record this information and to keep it in your employee file.
| 4.2 | If
you are subject to the laws of Russia |
You
acknowledge that you have read, understood and agree to the terms regarding the collection, processing and transfer of data described
in section 2 (For Award recipients not located in the EEA or UK) of this Data Privacy Appendix. Upon request of the Company or
your employer, you agree to provide an executed data privacy consent form or any similar agreements or consents that the Company
or your employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. You understand
that you will not be able to participate in the Plan if you fail to execute any such consent or agreement that may be requested.
2022
Awards made under
The
Coca-Cola Company 2014 Equity Plan
Additional
Terms
By
accepting your Award you:
Agree
that you have been given all relevant information and materials regarding the terms and conditions of your Award, which are set
out in the rules of The Coca-Cola Company 2014 Equity Plan, as amended from time to time (the Plan), your Award Notification
(including any appendices attached to it) and these Additional Terms (including the Global Appendix set out below) (collectively,
the Plan Documents).
| 2.1 | Acknowledge
that the grant of your Award does not form part of and does not affect or change your
employment contract or your employment relationship with your employer (which is entirely
separate from the Plan). The grant of your Award and your participation in the Plan does
not create a right to employment or continued service and will not be interpreted as
forming an employment or service contract with The Coca-Cola Company (the Company),
your employer or any Affiliate (as defined in the Plan). The Award does not impact the
ability of the Company, your employer or any Affiliate to terminate that employment
or service relationship. All benefits granted by your Award will constitute an occasional
extraordinary payment and may not, in any way or for any purpose, be considered part
of your normal remuneration or constitute consideration for any services you provide
to the Company, your employer or any Affiliate, including when calculating any other
benefits. |
| 2.2 | Acknowledge
that the Company’s decision to grant your Award is voluntary and discretionary,
and that you have no right to participate in the Plan. Acceptance of your Award and participation
in the Plan does not create any right to, or expectation of, future employment or service,
future participation in the Plan or the grant of future awards (on the same basis, or
at all). The Company may at any time decide to cease offering awards under the Plan,
or amend, modify, suspend, cancel or terminate the Plan and any benefits under it. |
| 2.3 | Acknowledge
that you are not entitled to the exercise of any discretion under the Plan in your favor,
that decisions with respect to your Award and any future awards are at the sole discretion
of the Company and are final, binding and conclusive, and that you do not have any claim
or right of action in respect of any decision, omission, or discretion, which may in
each case operate to your disadvantage. |
| 2.4 | Agree,
in consideration for and as a condition of your Award, to waive all rights which might
arise in connection with the Plan, including: |
| 2.4.1 | the
right to institute any claim against the Company, your employer or any Affiliate; and
|
| 2.4.2 | the
right to pursue any claim that is allowed by a court, |
other
than the right to acquire, as relevant, $0.25 par value shares of common stock of the Company (Stock) or cash (subject
to and in accordance with the Plan).
| 2.5 | Acknowledge
that you do not have any right to compensation or damages for any loss (actual or potential)
in relation to the Plan or your Award, including where it is forfeited on termination
of employment or cessation of services for any reason, whether or not lawful or in breach
of employment laws or the terms of your employment or service agreement, if any. |
Accept
that you must not pledge, encumber, assign, transfer, charge or otherwise dispose of your Award or any rights in respect of it,
whether voluntarily or involuntarily (other than to your personal representatives on death).
| 4. | Modifications
and additional requirements |
| 4.1 | Agree
that the Company may modify any of the terms of your Award to be consistent with any
applicable law or applicable government agency regulation where, in the opinion of the
Company, that term might otherwise conflict or be inconsistent. |
| 4.2 | Agree
that the Company may impose additional conditions, requirements and restrictions on your
Award, your participation in the Plan and any Stock or cash you acquire on vesting or
exercise of your Award, and that you will comply with them, including signing any additional
agreements or undertakings. |
| 4.3 | Agree
to any amendment made to the Plan or any term of your Award (including an amendment with
retroactive effect) where the amendment is necessary or advisable to ensure the Plan
or your Award complies with any future law relating to plans of this nature or their
administration (including Section 409A of the U.S. Internal Revenue Code of 1986, as
amended). |
| 4.4 | Agree
to any amendment made to any of the terms of your Award (including rescinding your Award
entirely) to correct any error that occurred in connection with the grant or documentation
of your Award. |
| 4.5 | Acknowledge
that your Award may be adjusted to reflect a change in capital structure, in accordance
with the terms of the Plan, and agree that, where your Award is over Stock and an adjustment
results in a fractional share, the fractional share may be disregarded at the Company’s
discretion. |
| 5.1 | Acknowledge
that participating in the Plan will probably have tax consequences for you and that all
payments made with respect to your Award (including payments in Stock or cash) may be
subject to tax, social security and any similar charges in any country where you are
employed, reside, or are otherwise subject to tax (Tax). |
| 5.2 | Agree
that you (or your personal representative) are ultimately responsible for and will bear
any liability for any Tax in respect of your Award and your participation in the Plan,
and understand that this liability may exceed any amounts withheld and paid on your behalf.
|
| 5.3 | Acknowledge
that the Company, your employer, an Affiliate, any trustee of any employee benefit trust
and any third party service provider (each, a Withholding Person) is entitled
to do any, all or a combination of the following methods (where relevant) to enable a
Withholding Person to raise an amount it considers necessary or desirable to recover
the Liabilities: |
| 5.3.1 | sell
or procure the sale on your behalf of a sufficient number of the Stock you acquire on
vesting or exercise of your Award; |
| 5.3.2 | reduce
the number of Stock you acquire on vesting or exercise of your Award accordingly and
settle the balance in cash; and |
| 5.3.3 | withhold
amounts from: |
| (i) | proceeds
of sale under section 5.3.1; |
| (ii) | the
balance settled in cash under section 5.3.2; and |
| (iii) | any
other cash payments of any kind owed to you. |
For
these purposes, Liabilities means any obligation on the Withholding Person to pay or account for Tax, any unpaid exercise
price, any associated costs (including under section 7 (Costs)) and any amount you owe to the Company, your employer or any Affiliate
due to any obligation of any nature whatsoever (including under a loan, the Company’s tax equalization program or any travel
or expenses policy) to the extent that the Company, the employer or any Affiliate in its reasonable judgement determines you owe
them that amount.
| 5.4 | Agree
that, for tax purposes, and where allowed by applicable law, you are deemed to have received
the full number of Stock where the number of Stock you acquire is reduced under section
5.3.2. |
| 5.5 | Agree
that, where permitted by the Company, you may elect to satisfy Tax and/or pay any exercise
price by delivering (including by attestation) Stock to the Company. |
| 5.6 | Agree
that if a Withholding Person’s obligation to pay or account for Tax cannot or has
not been fully satisfied by the above methods, you must pay to the Withholding Person
an amount sufficient to enable them to discharge that obligation. |
| 5.7 | Agree
to enter any tax elections for particular tax and/or social security treatment, execute
any documents, give any directions and take any action as may be requested by the Company,
your employer or any Affiliate in relation to any Liabilities. |
| 5.8 | Acknowledge
that the Company, your employer and any Affiliate do not guarantee or warrant any particular
Tax treatment in relation to your Award, the cash or Stock you acquire in connection
with your Award (including any dividends on Stock), or your participation in the Plan
and that they are not under any obligation to structure the Award in a Tax favorable
way or avoid adverse Tax treatment in any jurisdiction. |
| 5.9 | Acknowledge
that neither the Company, your employer nor any Affiliate will be liable for any Tax,
interest, penalties or other amounts owed by any taxpayer as a consequence of the Plan
or an Award and that any Tax information provided is for guidance purposes only. |
| 5.10 | Accept
that the cash or Stock subject to your Award may only vest or be exercised (as applicable)
if satisfactory arrangements are in place to enable all Withholding Persons to obtain
the funds needed to satisfy any Liabilities. |
| 5.11 | Acknowledge
that the vested (and, if applicable, exercised) Stock or cash subject to your Award may
not be delivered or paid to you unless you have complied with your obligation to pay
the Liabilities. |
| 6. | Internationally
mobile employees |
| 6.1 | Acknowledge
that if you are a mobile employee, meaning that you are based in different jurisdictions
during the course of your employment or service that you are or may be subject to Tax
in more than one country, you are strongly encouraged to inform the Company and your
employer, and to speak with your personal tax adviser regarding the tax treatment of
your participation in the Plan. |
| 6.2 | Accept
that, if you are a mobile employee, the Company or your employer may be required to withhold
for Tax in more than one jurisdiction. |
| 6.3 | Accept
that if you are a “Global Mobility Associate” as defined in the Company’s
Global Mobility Policy (or the equivalent under any applicable international service
policy from time to time), you remain responsible for all Tax except where expressly
stated otherwise in that policy and/or the Company’s tax equalization program.
A copy of the Company’s Global Mobility Policy is available on the Company’s
intranet. |
Agree
that you are responsible for the payment of any fees, dealing, commission or currency conversion costs or any other costs associated
with your Award, including costs associated with the payment of any cash and the sale of any Stock.
| 8.1 | Agree
that any notice or other communication required in relation to your Award will be given
in writing, which may include electronic means. |
| 8.2 | Agree
that any notice or other communication to be given to you in connection with your Award
may be delivered by electronic means (including by email, or through the Company or your
employer’s intranet or a share plan portal), personally delivered, or sent by ordinary
post to the principal address on file for you from time to time with the Company, your
employer, an Affiliate or the Company’s agents. |
| 8.3 | Agree
that any notice or other communication to be given to the Company or its agents in connection
with your Award may be delivered or sent to its registered office or to such other place
and by such means as communicated to you by or on behalf of the Company from time to
time. |
| 8.4 | Accept
that notices or other communications: |
| 8.4.1 | sent
electronically will be deemed to have been received immediately (if sent during usual
business hours) or at the opening of business on the next business day (if sent outside
usual business hours); |
| 8.4.2 | that
are personally delivered will be deemed to have been received when left at the relevant
address (if left during usual business hours) or at the opening of business on the next
business day (if left outside usual business hours); and |
| 8.4.3 | sent
by post will be deemed to have been received 24 hours after posting to a U.S. address
or 3 days after posting to an address outside the U.S., |
unless
there is evidence to the contrary.
| 8.5 | Agree
that all notices or communications to be given to you are given and sent at your risk
and that neither the Company, your employer nor any Affiliate has any liability in respect
of any notice or communication given or sent, nor need they be concerned to see that
you actually receive it. |
| 9. | Insider
trading and market abuse |
| 9.1 | Acknowledge
that rules on insider trading, dealing notification requirements, and market abuse laws
may apply in relation to any actions or decisions taken relating to your Award, including
in relation to the acceptance, vesting, exercise or settlement of your Award, the delivery
or payment of any Stock or cash, and the sale of any Stock. These rules, requirements
and laws: |
| 9.1.1 | are
separate from and in addition to the requirements that apply to you under The Coca-Cola
Company Global Insider Trading Compliance Policy; and |
| 9.1.2 | may
prohibit or delay your actions or decisions. |
| 9.2 | Agree
that it is your responsibility to comply with the rules, requirements and laws referred
to in section 9.1. You should consult with your personal legal adviser on these matters. |
| 10.1 | Acknowledge
that if any Stock relating to your Award is traded in a currency that is not the currency
in your jurisdiction, the value of the Stock may also be affected by movements in the
exchange rate. |
| 10.2 | Agree
that neither the Company, your employer nor any Affiliate is liable for any loss due
to movements in the exchange rate nor any charges imposed in relation to the conversion
or transfer of money. |
| 11.1 | Confirm
you are accepting your Award and participating in the Plan voluntarily and understand
that the Company is not making any recommendations regarding your Award or any Stock
or cash relating to your Award. |
| 11.2 | Agree
that neither the Company, your employer, any Affiliate nor any person or entity acting
on their behalf has provided you with any legal, investment, tax (including reporting)
or financial advice with respect to your participation in the Plan, your Award or any
Stock or cash acquired upon vesting or exercise of your Award. You should consult with
your own suitably qualified advisers before taking any action under the Plan. |
| 11.3 | Acknowledge
that the information and materials provided do not take into account your objectives,
financial situation or needs and that if you do not understand the contents of the Plan
Documents, or you are in any doubt, you should consult an independent authorized financial
adviser. |
| 11.4 | Agree
you will have no remedies for any statement, representation, assurance or warranty that
is not set out in your Plan Documents. |
| 12.1 | Acknowledge
that neither the Company, your employer nor any Affiliate guarantees a specified level
of return in respect of your Award or any Stock. |
| 12.2 | Acknowledge
that there is a risk that any Stock relating to your Award may fall as well as rise in
value, that the future value of Stock cannot be predicted with certainty and that market
forces will impact the price of any Stock relating to your Award and, in the worst case,
the market value of the Stock may become zero. More information in relation to the Company,
including its share price, can be found at https://www.coca-colacompany.com/. |
| 13.1 | Acknowledge
that your Award is being offered to you in your capacity as an employee of the Company’s
group and that the offer is not intended for the general public and may not be used for
any public offer. |
| 13.2 | Acknowledge
that the Company is not required to deliver any Stock or cash on settlement of your Award
before it completes, on terms to its satisfaction, any registration, listing, exemption
or qualification or other legal requirements or obtains any clearance or approval that
the Company considers is necessary or desirable, and you agree to provide any information,
make any agreements and give any representations that the Company requests as part of
this process. |
| 13.3 | Agree
that the Company may (whether under Section 17.7(b) of the Plan or otherwise) refuse
to deliver any Stock or cash where the Company considers the delivery of Stock or cash
may conflict or be inconsistent with applicable law or applicable government agency regulation. |
| 13.4 | Acknowledge
that neither the Company, your employer nor any Affiliate is under any obligation to
register, exempt or qualify, or seek clearance or approval for, your Award or any Stock
or cash that you may acquire in connection with your Award. |
| 13.5 | Acknowledge
that your Award may not have been authorized or approved by any applicable securities
authorities and may have been offered pursuant to an exemption from registration in your
local jurisdiction. |
| 13.6 | Acknowledge
that the regulatory bodies in your jurisdiction accept no responsibility for the accuracy
and completeness of the statements and information contained in the Plan Documents and
take no liability whatsoever for any loss arising from reliance upon the whole or any
part of the contents of those documents. |
| 13.7 | Acknowledge
that a prospectus or similar offering or registration document may not have been prepared,
authorized or approved by any applicable authority in any jurisdiction outside the United
States. |
| 14. | Exchange
controls and any reporting requirements |
| 14.1 | Accept
that exchange control regulations and/or foreign asset reporting requirements may apply
to you in respect of your Award and/or any Stock or cash acquired in connection with
your Award, and that you are solely responsible for complying with those regulations
and requirements. |
| 14.2 | Agree
that neither the Company, your employer nor any Affiliate are responsible for obtaining
exchange control approval or making any reports on your behalf, nor for monitoring compliance
with those regulations and requirements and that if you fail to obtain any required exchange
control approval or make the necessary reports, neither the Company, your employer nor
any Affiliate will be liable in any way for any resulting fines or penalties. You should
seek independent professional advice if you are unsure about the obligations that apply
to you as a result of your participation in the Plan. |
| 14.3 | Accept
that you are solely responsible for complying with any filing, notification or reporting
requirements in respect of: |
| 14.3.1 | your
participation in the Plan and/or |
| 14.3.2 | benefits
received under the Plan, |
as
required by the local law in any jurisdiction. The Company accepts no responsibility for your failure or delay in complying with
such requirements. If you are in any doubt as to what actions you should take, you should consult a duly authorized independent
adviser.
| 15.1 | Consent
to the use of electronic communications in connection with the Plan. |
| 15.2 | Confirm
that references to “employer” throughout these Additional Terms include your
former employer, where applicable. |
| 15.3 | Agree
that all determinations and decisions on questions of interpretation in respect of your
Award and the Plan Documents will be made by the Company (or any committee on its behalf)
in its sole and absolute discretion. Those determinations and decisions will be final,
binding and conclusive. Any references to determinations or decisions made, or actions
taken, by the “Company” as referred to in these Additional Terms include
any committee acting on its behalf. |
| 15.4 | Agree
that if any provision of your Plan Documents is held to be invalid, illegal or unenforceable
for any reason by any court in any jurisdiction then, for the purposes of that jurisdiction
only: |
| 15.4.1 | such
provision will be deleted; and |
| 15.4.2 | the
remaining provisions will continue in full force and effect. |
| 15.5 | Agree
that if the Company waives a breach of one or more provisions in the Plan Documents,
this does not constitute a waiver of any other provision of the Plan Documents, or a
waiver of any subsequent breach of the Plan Documents (by you or anyone else). |
| 15.6.1 | the
federal laws of the United States of America and the state laws of the State of Delaware,
United States of America, govern your Plan Documents and your Award without regard to
the conflict of law provisions; and |
| 15.6.2 | the
courts of the United States District Court for the District of Delaware or the Delaware
Superior Court, New Castle County have exclusive jurisdiction in respect of disputes
arising under or in connection with the Plan or your Award, |
and
you waive any current or future objection you may have to this choice of law and jurisdiction.
| 16. | English
language (this applies if you have received an English language version only of any Plan
Document) |
| 16.1 | Accept
that you fully understand the contents of the English language version of the Plan Documents. |
| 16.2 | Acknowledge
that you do not need a translation of the Plan Documents and that you are fluent and
regularly conduct business in the English language as part of your duties and responsibilities
to your employer. |
| 17. | Translations
(this applies if you have received a Plan Document in a language other than English) |
| 17.1 | Agree
that if there is any conflict between the terms of the English language version of the
Plan Documents and a version in any other language, the English language version will
prevail. |
| 18. | Options
(this applies if your Award Notification specifies that your Award is an Option) |
| 18.1 | Understand
that, in order to exercise your Award, you will need to pay the exercise price. |
| 18.2 | Acknowledge
that you will be informed of the acceptable forms and methods of paying the exercise
price when you come to exercise your Award. |
| 19. | Restricted
resale (this applies if your Award is over Stock) |
Acknowledge
that any Stock you may acquire upon settlement of your Award may be subject to restrictions on transfer and resale in your local
jurisdiction and you agree that you will comply with those restrictions, including that you will not offer, sell, advertise or
otherwise market the Stock (or cause any of these to occur) in circumstances which constitute any type of public offering of securities,
unless an exemption applies.
| 20. | Performance
conditions (this applies if your Award Notification specifies that your Award is subject
to performance conditions) |
| 20.1 | Accept
that the vesting of your Award is conditional on the satisfaction of one or more performance
conditions as set out in the Performance Criteria Appendix to your Award Notification
(the Performance Criteria) and, to the extent the Performance Criteria are not
satisfied, your Award may be forfeited. |
| 20.2 | Accept
that the Performance Criteria may be altered in the circumstances specified in Section
10.2 of the Plan. |
| 21. | Malus
and clawback (this applies if your Award Notification specifies that your Award is subject
to “Malus and clawback”) |
| 21.1 | Agree
that any benefits you may receive with respect to your Award will be subject to reduction,
cancellation, repayment, forfeiture or recoupment if there is a determination that the
vesting of, or amount realized from, your Award was based on: |
| 21.1.1 | materially
inaccurate financial statements; or |
| 21.1.2 | any
other materially inaccurate performance metric criteria, |
and
you acknowledge that this applies regardless of whether you caused or contributed to the material inaccuracy.
| 21.2 | Agree
that the Company may also seek to recover your Award where required by the provisions
of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback”
provision required by applicable law, regulation or listing standards, including the
listing standards of the New York Stock Exchange, and you authorize such recovery. |
| 22. | Stock
ownership guidelines (this only applies if you are subject to the Company’s stock ownership
guidelines) |
| 22.1 | Accept
that if you have not met the Company’s stock ownership guidelines before
the applicable compliance deadline but you are a “Section 16 officer” under
the U.S. Securities Exchange Act of 1934, you are prohibited from selling 50% of any
Stock you obtain upon vesting or exercise of your Award until you meet the relevant guidelines,
except for any Stock that is sold or cash settled to cover Tax and any exercise price. |
| 22.2 | Accept
that if you have not met the guidelines by the applicable compliance deadline, you are
prohibited at all times after that compliance deadline from selling any Stock
you obtain on vesting or exercise of your Award, except for any Stock that is sold or
cash settled to cover Tax, commissions and fees and any exercise price. Once you meet
the guidelines, you can sell Stock in excess of the guidelines. |
Global
Appendix – Equity Awards3
1.
If you are subject to the laws of the European Union
This
offer is being made to selected employees as part of an employee incentive program in order to provide an additional incentive
and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these
rights is The Coca-Cola Company. The Stock which is the subject of these rights is new or existing par value common stock in the
Company. More information in relation to the Company including the stock price can be found at the following web address: https://investors.coca-colacompany.com/.
The
obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum
number of Stock which is the subject of this offer is [total number of stock awarded for this offer].
2. If
you are subject to the laws of Argentina
Neither
the Award nor the underlying Stock are publicly offered or listed on any stock exchange in Argentina.
This
provision applies if your Award Notification specifies that your Award is an Option:
Depending
upon the method of exercise chosen for the Option, you may be subject to restrictions with respect to the purchase and/or remittance
of U.S. dollars pursuant to Argentine currency exchange regulations. The Company reserves the right to restrict the methods of
exercise if required or advisable to comply with Argentine laws.
| 3. | If
you are subject to the laws of Australia |
The
grant of Awards under the Plan is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49
and ASIC Class Order CO 14/1000. Additional details are set forth in the Australia Offer Document, which is available on
the Merrill Benefits OnLine® website.
The
offer is intended to receive tax deferred treatment under Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). The conditions
to receive such treatment are contained in the Award Agreement.
| 4. | If
you are subject to the laws of Belgium |
If
your Award Notification specifies that your Award is an Option, you confirm you have read and understood the information regarding
the Belgian taxation of Options which has been separately made available to you by email and/or on the Merrill Benefits OnLine®
website. You should review this information thoroughly before accepting your Option grant.
| 5. | If
you are subject to the laws of Brazil |
By
accepting the Award, you agree that you are (i) making an investment decision, and (ii) the value of the underlying Stock is not
fixed and may increase or decrease in value over the vesting or exercise period without compensation to you.
3 If you are subject
to the laws of any of the following countries, there are no country-specific provisions for your country in this appendix: Bangladesh,
Costa Rica, Dominican Republic, Ecuador, Egypt, Japan, Kenya, Korea, Malaysia, Nigeria, Puerto Rico, Serbia, Sri Lanka, Swaziland,
Taiwan, Thailand and Ukraine.
| 6. | If
you are subject to the laws of Canada |
For
purposes of your Award, your employment will be considered terminated and your right (if any) to vest in any Award or exercise
any Option after such termination (regardless of the reason for such termination and whether or not later found to be invalid,
unlawful or in breach of the employment laws in the jurisdiction where you are employed or the terms of your employment agreement,
if any) will be measured as of the earlier of: (a) the date your employment with the Company or one of its Subsidiaries (as defined
in the Plan) or Affiliates is terminated, (b) the date you receive written notice of termination from the Company or a Subsidiary
or Affiliate, regardless of any notice period or period of pay in lieu of such notice mandated under the employment laws in the
jurisdiction where you are employed or the terms of your employment agreement, if any, or (c) the date you are no longer employed
by the Company or any of its Subsidiaries or Affiliates. You will not be entitled to a pro-rata portion of the Award for any time
before the date on which your right to vest terminates, nor will you be entitled to any compensation for lost vesting. In the
event the date on which you are no longer actively providing services cannot be reasonably determined under the terms of your
Award, the Company, in its sole discretion, shall determine when you are no longer employed for purposes of the Award (including
whether you may still be considered employed or actively providing services while on a leave of absence).
Notwithstanding
the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory
notice period, your right to vest in the Award under the Plan, if any, will terminate effective as of the last day of your minimum
statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of
your statutory notice period, nor will you be entitled to any compensation for lost vesting.
In
addition to any restrictions on resale and transfer noted in the Plan Documents, Stock acquired pursuant to the Plan will be subject
to certain restrictions on resale imposed by Canadian provincial securities laws (in general, you may not resell your Stock to
Canadian purchasers). Accordingly, you are encouraged to seek legal advice prior to any resale of the Stock.
Furthermore,
notwithstanding anything to the contrary in the Plan or the Award Agreement, Awards granted to Canadian residents shall only be
settled in Stock and shall not be settled in cash.
The
following terms and conditions apply if you are resident in Quebec:
You
agree that you wish the Plan Documents to be drawn up in English.
Vous
confirmez que vous souhaitiez que les Documents du Plan soient rédigés en anglais
| 7. | If
you are subject to the laws of Chile |
Neither
the Company, the Plan nor the Stock have been registered in the Registro de Valores (Securities Registry) or in the Registro
de Valores Extranjeros (Foreign Securities Registry) of the Comisión para el Mercado Financiero de Chile (Chilean
Commission for the Financial market or CMF) and they are not subject to the control of the CMF. The Plan is governed by General
Regulation 336. As the Stock is not registered, the Company has no obligation under Chilean law to deliver public information
regarding the Stock in Chile. Shares of Stock cannot be publicly offered in Chile unless they are registered with the CMF.
Ni
The Coca-Cola Company, ni el Plan ni las Acciones han sido registradas en el Registro de Valores o en el Registro de Valores Extranjeros
que lleva la Comisión para el Mercado Financiero de Chile (CMF) y ninguno de ellos está sujeto a la fiscalización
de la CMF. Esta oferta de Acciones se acoge a la Norma de Carácter General 336. Por tratarse de valores no inscritos, el
emisor de las Acciones no tiene obligación bajo la ley chilena de entregar en Chile información pública acerca
de las Acciones. Las Acciones no pueden ser ofrecidas públicamente en Chile en tanto éstas no se inscriban en el
Registro de Valores correspondiente.
| 8. | If
you are subject to exchange control restrictions imposed by the China State Administration
of Foreign Exchange (SAFE), as determined by the Company in its sole discretion |
Notwithstanding
any other provision in the Plan Documents, the following provisions apply in the event of the termination of your employment (as
interpreted in accordance with the Employment Events Appendix) with the Company or a Subsidiary (as defined in the Plan)
(1) because of your Disability, or (2) after attaining age 55:
Awards
that are Options and Awards held at least 12 months will immediately vest and will be settled in cash. The cash amount will be
determined based on the closing price of the Stock on the date of your termination of employment (or, if a non-trading day, the
next trading day) or the exercise of your Option (if applicable) within the post-termination exercise period stated below. Awards
that are not Options and that are held less than 12 months from the date of grant are forfeited.
If
your Award is an Option, the period over which you may exercise your Option expires upon earlier of (1) six months from your termination
of employment or (2) the Option expiration date provided in the Plan Documents.
The
Company has the discretion to arrange for the sale of any Stock issued upon settlement of your Award, either immediately upon
settlement or at any time thereafter. In any event, if you terminate employment, you will be required to sell all Stock acquired
upon settlement of the Award within such time period as required by the Company in accordance with SAFE requirements. Any Stock
remaining in your brokerage account at the end of this period shall be sold by the broker (on your behalf pursuant to this authorization
and without further consent). In addition, any Award that has not vested by the end of this period will then immediately be forfeited.
The Company shall have the exclusive discretion to determine when your employment has been terminated for the purposes of the
Award.
You
agree to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s
designated broker) to effectuate the sale of the Stock (including, without limitation, as to the transfer of the sale proceeds
and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. You
acknowledge that neither the Company nor the designated broker is under any obligation to arrange for the sale of Stock at any
particular price (it being understood that the sale will occur in the market) and that broker’s fees and similar expenses
may be incurred in any such sale. In any event, when the Stock is sold, the sale proceeds, less any withholding for applicable
taxes, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to you in accordance with
applicable exchange control laws and regulations.
By
accepting the Award, you acknowledge that you understand and agree that you are not permitted to transfer any Stock acquired under
the Plan out of your account established with the Company’s designated broker until the Stock is sold. The limitation applies
to all Stock issued to you under the Plan, whether or not you remained employed with the Company or a Subsidiary.
You
understand and agree that you will be required to immediately repatriate to China the proceeds from the sale of any Stock acquired
under the Plan and any such dividends paid on such shares. You further understand that such repatriation proceeds may need to
be effected through a special bank account established by the Company (or a Subsidiary or Affiliate in China), and you hereby
consent and agree that any sale proceeds and cash dividends may be transferred to such special account by the Company (or a Subsidiary
or Affiliate in China) on your behalf prior to being delivered to you and that no interest shall be paid with respect to funds
held in such account.
The
proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you
in U.S. dollars, you understand that a U.S. dollar bank account in China must be established and maintained so that the proceeds
may be deposited into such account. If the proceeds are paid to you in local currency, you acknowledge that the Company (and its
Subsidiaries and Affiliates) are under no obligation to secure any particular exchange conversion rate and that the Company (and
its Subsidiaries and Affiliates) may face delays in converting the proceeds to local currency due to exchange control restrictions.
You agree to bear any currency fluctuation risk between the time the Stock is sold and the net proceeds are converted into local
currency and distributed to you. You further agree to comply with any other requirements that may be imposed by the Company in
the future in order to facilitate compliance with exchange control requirements in China.
In
addition to the vesting schedule for your Award, settlement of the Award is also conditioned on the continued effectiveness of
the Company’s registration of the Plan with SAFE (the SAFE Registration Requirement). If or to the extent the Company
is unable to maintain the registration, no Stock for which a registration cannot be maintained shall be issued. In this case,
the Company retains the discretion to settle any Award for which the vesting schedule, but not the SAFE Registration Requirement,
has been met in cash paid through local payroll in an amount equal to the market value of the Stock subject to the Award less
any withholding for applicable taxes.
The
Company (and its Subsidiaries and Affiliates) shall not be liable for any costs, fees, lost interest or dividends or other losses
that you may incur or suffer resulting from the enforcement of the foregoing terms or otherwise from the Company’s operation
and enforcement of the Plan, the Award Agreement, and the Award in accordance with any applicable laws, rules, regulations and
requirements.
| 9. | If
you are subject to the laws of Colombia |
You
acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component
of “salary” for any legal purpose.
| 10. | If
you are subject to the laws of France |
By
accepting the Award, you confirm that you have read and understood the Plan Documents, which were provided in English. You accept
the terms of those Plan Documents and confirm that you have a good knowledge of the English language.
En
acceptant ce paiement, vous confirmez avoir lu et compris les documents relatifs à ce plan d’incitation à
long terme (qui vous ont été fournis en anglais) et que vous acceptez les termes de ce plan.
| 11. | If
you are subject to the laws of Hong Kong |
WARNING:
The
contents of the Plan Documents have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution
in relation to the offer. If you are in any doubt about any of the contents of the Plan Documents, you should obtain independent
professional advice.
This
offer to receive an Award under the Plan (the Offer) is strictly private and only available to eligible employees of [name
of Hong Kong company]. The Offer has also not been approved by the Securities and Futures Commission in Hong Kong and it should
not be made in whole or in part to the public or any third-party.
No
Awards granted under the Plan may be transferred or assigned, except as expressly permitted by the Company in writing.
Sale
of Stock. Any Stock received at vesting is accepted as a personal investment. In the event that any portion of this Award
vests within six months of the grant date, you agree that you will not offer to the public or otherwise dispose of the Stock acquired
prior to the six-month anniversary of the grant date.
| 12. | If
you are subject to the laws of India |
You
must repatriate to India all funds resulting from the sale of Stock acquired in relation to your Award within 90 days, and all
proceeds from the receipt of any dividends within 180 days. You should receive a foreign inward remittance certificate (FIRC)
from your bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in
the event that the Reserve Bank of India or your employer requests proof of repatriation.
| 13. | If
you are subject to the laws of Indonesia |
A
translation of the documents relating to this grant into Bahasa Indonesia can be provided to you upon request to your local human
resources representative. By accepting the grant of the Award, you (i) confirm having read and understood the documents relating
to this grant which were provided in the English language, (ii) accept the terms of those documents accordingly, and (iii) agree
not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National
Anthem or the implementing Presidential Regulation (when issued).
Terjemahan
dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan bagi anda berdasarkan permintaan kepada
perwakilan sumber daya manusia lokal anda. Dengan menerima pemberian Award, anda (i) mengkonfirmasi bahwa dirinya telah membaca
dan mengerti dokumen-dokumen yang terkait dengan pemberian ini yang disediakan dalam Bahasa Inggris, (ii) menerima syarat-syarat
dari dokumen-dokumen tersebut, dan (iii) setuju untuk tidak mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang
No. 24 Tahun 2009 tentang Bendera, Bahasa, dan Lambang Negara, Serta Lagu Kebangsaan atau Peraturan Presiden pelaksananya (ketika
diterbitkan).
| 14. | If
you are subject to the laws of Italy |
By
accepting the grant of the Award, you acknowledge that you have received a copy of the Plan Documents, you have reviewed the Plan
Documents in their entirety and you fully understand and accept all provisions of the Plan Documents. You further acknowledge
that you have read and expressly approve the following sections of the Additional Terms: section 2 (Employment); section 4 (Modifications
and additional requirements); section 5 (Tax); and section 15 (General).
| 15. | If
you are subject to the laws of Mexico |
By
participating in the Plan, you acknowledge that you have received a copy of the Plan, reviewed the Plan in its entirety and fully
understand and accept all provisions of the Plan. You further acknowledge that you have read and expressly approve the terms and
conditions set forth in section 2 (Employment) of the Additional Terms, in which the following is clearly described and established:
(i) your participation in the Plan does not constitute an acquired right; (ii) the Plan and your participation in the Plan are
offered by the Company on a wholly discretionary basis; (iii) your participation in the Plan is voluntary; and (iv) the Company
and its Subsidiaries (as defined in the Plan) are not responsible for any decrease in the value of the underlying Stock.
By
participating in the Plan, you expressly recognize that The Coca Cola Company, with registered offices at One Coca-Cola Plaza,
Atlanta, Georgia 30313, USA, is solely responsible for the administration of the Plan and that your participation in the Plan
and acquisition of Stock does not constitute an employment relationship between you and the Company since you are participating
in the Plan on a wholly commercial basis. Based on the foregoing, you expressly recognize that the Plan and the benefits that
you may derive from participation in the Plan do not establish any rights between you and the Company and do not form part of
the employment conditions and/or benefits provided by the Company and any modification of the Plan or its termination shall not
constitute a change or impairment of the terms and conditions of your employment.
You
further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company;
therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability
to you.
Finally,
you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or
damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release
to the Company, its Subsidiaries, branches, representation offices, its shareholders, officers, agents or legal representatives
with respect to any claim that may arise.
Al
participar en el Plan, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende
y acepta en su totalidad, todas y cada una de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente
los términos y condiciones señalados en el párrafo titulado Naturaleza de la Oferta en el Convenio, en lo
que claramente se describe y establece lo siguiente: (i) su participación en el Plan no constituye un derecho adquirido;
(ii) el Plan y su participación en el Plan son ofrecidos por la Compañía sobre una base completamente discrecional;
(iii) su participación en el Plan es voluntaria; y (iv) la Compañía y sus Afiliadas no son responsables de
ninguna por la disminución en el valor de las Acciones subyacentes.
Al
participar en el Plan, usted reconoce expresamente que The Coca-Cola Company, con oficinas registradas en One Coca-Cola Plaza,
Atlanta, Georgia 30313, Estados Unidos de América, es la única responsable por la administración del Plan,
y que su participación en el Plan, así como la adquisición de las Acciones, no constituye una relación
laboral entre usted y la Compañía, debido a que usted participa en el plan sobre una base completamente mercantil.
Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera obtener por su participación
en el Plan, no establecen derecho alguno entre usted y la Compañía, y no forman parte de las condiciones y/o prestaciones
laborales que la Compañía ofrece, y que las modificaciones al Plan o su terminación, no constituirán
un cambio ni afectarán los términos y condiciones de su relación laboral.
Asimismo
usted entiende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía;
por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier
momento, sin que usted incurra en responsabilidad alguna.
Finalmente,
usted declara que no se reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía,
por concepto de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios
derivados del Plan, y por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus
Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, con
respecto a cualquier reclamación que pudiera surgir.
The
Stock underlying your Award has not been registered with the National Register of Securities maintained by the Mexican Banking
and Securities Commission and may not be offered or sold publicly in Mexico. The Plan Documents may not be publicly distributed
in Mexico. These materials are addressed to you only because of your existing relationship with the Company and its Subsidiaries
and may not be reproduced or copied in any form. The offer contained in these materials is addressed solely to the present employees
of the Company and its Subsidiaries in Mexico and any rights under the Plan may not be assigned or transferred. The Stock underlying
your Award will be offered pursuant to a private placement exception under the Mexican Securities Law.
| 16. | If
you are subject to the laws of New Zealand |
You
are being offered an Award which, if vested, will entitle you to acquire Stock in accordance with the terms of the Plan Documents.
The Stock, if issued, will give you a stake in the ownership of the Company. You may receive a return if dividends are paid.
If
the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference
shares (if any) have been paid. You may lose some or all of your investment, if any.
New
Zealand law normally requires people who offer financial products to give information to investors before they invest. This information
is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under
an employee share scheme. As a result, you may not be given all the information usually required. You will also have fewer other
legal protections for this investment. You are advised to ask questions, read all documents carefully, and seek independent financial
advice before committing.
The
Stock is quoted on the New York Stock Exchange. This means that if you acquire Stock under the Plan, you may be able to sell the
Stock on the New York Stock Exchange if there are interested buyers. You may get less than you invested. The price will depend
on the demand for the Stock.
For
information on risk factors impacting the Company’s business that may affect the value of the Stock, you should refer to
the risk factors discussion on the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed
with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company’s
“Investor Relations” website at https://investors.coca-colacompany.com/.
| 17. | If
you are subject to the laws of Peru |
The
grant of the Award is considered a private offering in Peru; therefore, it is not subject to registration in Peru. For more information
concerning the offer, please refer to the Plan Documents and any other materials or documentation made available by the Company.
For more information regarding the Company, please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports
on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available at www.sec.gov, as well
as the Company’s “Investor Relations” website at https://investors.coca-colacompany.com/.
By
accepting the Award, you acknowledge that the Award is being granted ex gratia with the purpose of rewarding you.
| 18. | If
you are subject to the laws of Philippines |
The
following wording is hereby made a part of the Plan Documents:
The
securities being offered or sold under the Plan have not been registered with the Philippine Securities and Exchange Commission
under the Philippine Securities Regulation Code. Any future offer or sale of the securities in the Philippines is subject to registration
requirements under the Securities Regulation Code unless such offer or sale qualifies as an exempt transaction.
This
applies if your Award Notification specifies that your Award is an Option:
Notwithstanding
any terms or conditions of the Plan Documents, you acknowledge and agree that you will be restricted to the cashless sell-all
method of exercise. To complete a cashless sell-all exercise, you must to instruct the broker to (i) sell all of the Stock issued
upon exercise of the Option; (ii) use the proceeds to pay the exercise price, any applicable Liabilities and brokerage fees or
commissions; and (iii) remit the balance in cash to you. You will not be permitted to hold the Stock after exercise. Depending
on the development of local laws, the Company reserves the right to modify the methods of exercising the Option and, in its sole
discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Liabilities
permitted under the Plan.
| 19. | If
you are subject to the laws of Russia |
Information
contained in the Plan Documents does not constitute an advertisement of any securities in Russia and must not be passed on to
third parties or otherwise be made publicly available in Russia. The Awards and the Stock to be granted under the Plan have not
been and will not be registered in Russia and are not intended for 'placement' or 'circulation' in Russia.
| 20. | If
you are subject to the laws of Singapore |
You
acknowledge that the Plan Documents have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,
the Plan Documents and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase of the Stock may not be circulated or distributed, nor may the Stock be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in
accordance with the conditions of, an exemption under any provision (other than Section 280) of Subdivision (4) of Division 1
of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore.
The
Awards under the Plan are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).
| 21. | If
you are subject to the laws of South Africa |
By
accepting the Award, you agree to immediately notify your employer of the amount of any income realized upon exercise or vesting
of the Award. If you fail to advise your employer of the income realized upon exercise or vesting of the Award, then you may be
liable for a fine. You personally will be responsible for paying the difference between the actual tax liability and the amount
withheld by the Company or your employer.
The
documents listed below are available for your review on the Company’s website at https://investors.coca-colacompany.com/ and the Company’s intranet:
1. The
Company’s most recent annual financial statements; and
2. The
Company’s most recent Plan prospectus.
A
copy of the above-listed documents will be sent to you free of charge on written request to Global Equity, The Coca-Cola Company,
at One Coca-Cola Plaza, Atlanta, Georgia 30313, USA. You should read these materials carefully before making a decision whether
to participate in the Plan.
| 22. | If
you are subject to the laws of Spain |
By
accepting the Award, you acknowledge that you consent to participation in the Plan and have received a copy of the Plan Documents.
Except as otherwise provided in the Plan Documents, termination of your employment for any reason (including for the reasons listed
below) will automatically result in the forfeiture of any unvested Awards; in particular, you understand and agree that such Awards
will be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination
of your employment prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without
cause, individual or collective layoff with or without cause, material modification of employment under Article 41 of the Worker’s
Statute, relocation under Article 40 of the Worker’s Statute, Article 50 of the Worker’s Statute, Article 10.3 of
Royal Decree 1382/1985 and unilateral withdrawal by your employer.
Furthermore,
you understand that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant Awards under the Plan
to individuals who may be employees of the Company's group throughout the world. The decision is a limited decision that is entered
into upon the express assumption and condition that any grant will not bind the Company or any Subsidiary (as defined in the Plan)
or Affiliate, other than to the extent set forth in the Plan Documents. Consequently, you understand that the Awards are offered
on the assumption and condition that the Awards and any Stock acquired under the Plan are not part of any employment contract
(either with the Company or any Subsidiary or Affiliate), and shall not be considered a mandatory benefit, salary for any purposes
(including severance compensation), or any other right whatsoever. In addition, you understand that this offer would not be made
but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the
assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Award shall
be null and void.
| 23. | If
you are subject to the laws of Sweden |
The
following provision supplements section 5 (Tax) of the Additional Terms:
Without
limiting the authority of any Withholding Person to satisfy their withholding obligations for Tax as set forth in section 5 (Tax)
of the Additional Terms, by accepting the grant of the Award, you authorize any Withholding Person to withhold or to sell Stock
otherwise deliverable to you to satisfy Tax, regardless of whether the Withholding Person has an obligation to withhold such Tax.
| 24. | If
you are subject to the laws of Switzerland |
The
offering of the Plan in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial
Services Act (FinSA) because such offering by the Company is made exclusively to current or former members of the board
of directors, members of the management board or employees of the Company, the employer and its Affiliates. The Plan Documents
do not constitute a prospectus pursuant to FinSA, and no such prospectus has been or will be prepared for or in connection with
the offering of the Plan.
| 25. | If
you are subject to the laws of Turkey |
Under
Turkish law, you are not permitted to sell any Stock acquired under the Plan in Turkey. The shares are currently traded on the
New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “KO” and the Stock may be sold
through this exchange.
You
acknowledge that any activity related to investments in foreign securities (e.g. the sale of Stock) should be conducted through
a bank or financial intermediary institution licensed by the Turkey Capital Markets Board and should be reported to the Turkish
Capital Markets Board. You are solely responsible for complying with this requirement and should consult with a personal legal
advisor for further information regarding any obligations in this respect.
| 26. | If
you are subject to the laws of the United Arab Emirates |
The
Awards are granted under the Plan only to select employees of the Company's group and are in the nature of providing employee
equity incentives in the United Arab Emirates. The Plan Documents are intended for distribution only to such employees and must
not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their
own due diligence on the securities. If you do not understand the contents of the Plan Documents, you should consult an authorized
financial adviser. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents
in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development has approved the
Plan Documents nor taken steps to verify the information set out herein, and has no responsibility for such documents.
| 27. | If
you are subject to the laws of the United Kingdom |
This
offer is being made to selected employees as part of an employee incentive program in order to provide an additional incentive
and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these
rights is The Coca-Cola Company. The Stock which is the subject of these rights is new or existing par value common stock in the
Company. More information in relation to the Company including the stock price can be found at the following web address: https://investors.coca-colacompany.com/.
The
obligation to publish a prospectus does not apply because of Section 86(aa) of the Financial Services and Markets Act 2000 (as
amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union).
The total maximum number of Stock which is the subject of this offer is [total number of stock awarded for this offer].
| 28. | If
you are subject to the laws of Cambodia, Morocco, Myanmar, Nepal, Pakistan, or Vietnam |
The
Company reserves the right to restrict you from acquiring Stock at exercise or vesting of your Award. Instead, the Company reserves
the right to make a payment to you in cash upon exercise or vesting of your Award. Any references to the issuance of shares or
Stock in any documents related to the Award shall not be applicable in these circumstances.
Exhibit 10.3
Award
Notification – Restricted Stock Unit
Congratulations
[INSERT FULL NAME]! On [INSERT GRANT DATE], The Coca-Cola Company (the Company) granted you an award (your Award)
under The Coca-Cola Company 2014 Equity Plan, as amended from time to time (the Plan). Your Award is a great opportunity
to share in the long-term success of the Company and contribute to its future growth.
This
document provides details of the key terms of your Award. Your Award is subject to the formal rules of the Plan, plus the additional
terms and conditions (including country specific terms) as set out in a document called the “Additional Terms”. The
Additional Terms is available to review as part of the Award acceptance process. The Plan is available in the Documents section
of the Merrill Benefits OnLine® website. This Award Notification (including the appendices), the Plan and the Additional Terms
together form your Award Agreement. You are being asked to confirm that you understand and agree to be bound by these documents
as part of the Award acceptance process, so we recommend you read them carefully.
| Details
of Award |
| Type
of Award |
Restricted
Stock Units - This is a conditional right to receive $0.25 par value common stock of the Company (Stock) in the
future. You will not receive the Stock (or have any shareholder rights) unless your Award vests. |
| Number
of shares of Stock subject to your Award |
[INSERT]
|
| Continuing
employment |
Your
Award is subject to your continuing employment, as set out in the Employment Events Appendix to this document and the Plan. |
| Date
your Award normally vests |
[INSERT
DATE]
When
your Award vests, you become entitled to the Stock subject to your Award. You do not need to purchase that Stock - it
is delivered automatically to you.
The
number of shares of Stock that vest will normally be delivered to you as soon as administratively possible following vesting,
unless a different timing for delivering the Stock applies under the Employment Events Appendix.
Your
Award will generally be settled in Shares, except where the Employment Events Appendix applies and specifies otherwise.
You
are liable for any tax, fees and costs due on vesting, which may be withheld.
Remember:
your Award will only vest if and to the extent that all of the terms and conditions of your Award are satisfied. To the
extent that your Award does not vest, it will be forfeited. |
| Prohibited
Activities |
If
you engage in certain activities (called Prohibited Activities), your Award will be forfeited and you will be required to
pay back any gain from your Award. Refer to the Prohibited Activities Appendix to this document. |
Finally,
certain data privacy provisions apply to you in connection with your Award, as set out in the Data Privacy Appendix to this document.
In the
event of any conflict between this Award Notification (including the appendices), the Additional Terms and the Plan, the Plan
takes precedence.
Action
required!
If
you wish to accept your Award, you must accept it using the Merrill Benefits OnLine® website by [INSERT DATE/TIME].
If you fail to do so by this deadline, then the Company may declare your Award grant null and void at any time. If this
happens, your Award will be forfeited, and you will have no right to the underlying Stock. |
Interpretation
The
appendices below form part of your Award Notification. The singular includes the plural and defined terms have the meaning given
in the Plan, unless otherwise specified. For the purposes of the Prohibited Activities Appendix, references to your employer include
your former employer, and for the purposes of the Data Privacy Appendix, references to your employer include your current local
employing entity or former local employing entity and the Company (where applicable). References to the Committee mean
The Compensation Committee of the Board of Directors of the Company, unless otherwise specified.
Employment
Events Appendix – Restricted Stock Unit
The table
below sets out the impact to your Award (if any) upon certain employment events. The terms of the table below apply to vested
and unvested portions of an Award equally, unless otherwise stated. Except as otherwise specified herein, all other terms and
conditions of your Award continue to apply.
| Event |
Impact
to your Award |
| Disability |
If
your employment with the Company or a Subsidiary terminates because of Disability, your Award immediately vests, and shares
of Stock will be released within 90 days after your termination date. Otherwise, if you remain employed, there is no impact
to your Award. |
| Death |
Any
Award that has not been accepted terminates immediately upon your death and may not be
transferred to your heirs.
If you die while employed
with the Company or a Subsidiary, your Award immediately vests, and your estate will be paid, within 90 days after your
death, a cash amount equal to the value of the shares of Stock subject to the Award. The value shall be determined based
on the closing price of the Stock on the date of death (or in the case of a non-trading day, the next trading day). |
| Leave of absences |
If
you are on (1) US military leave, (2) a Company-paid leave of absence (meaning paid under
Company payroll), or (3) an unpaid leave of absence (approved pursuant to a published
Company policy available to all employees covered under the policy) of 12 months or less,
there is no impact to your Award.
For
all other leaves of absence not specified in the paragraph above, including all approved unpaid leaves that extend beyond
12 months:
· any portion of your Award that is unvested is immediately forfeited1; or
· if the Committee identifies a valid business interest in doing otherwise, it may specify what provisions it deems appropriate
at its sole discretion (provided that the Committee shall have no obligation to consider any such matters). |
| Transfer |
If
you transfer (1) between the Company and any Subsidiary or, (2) at the Committee’s discretion, to an Affiliate that
is not a Subsidiary, there is no impact to your Award. |
1 If an approved unpaid leave of absence extends beyond 12 months, the portion of
your Award that is unvested as of the end of the 12th month is forfeited.
| Event |
Impact
to your Award |
| Termination2 |
A. If your employment with the Company or a Subsidiary terminates after attaining age 60:
· Awards
held less than 12 months are immediately forfeited, and
· Awards held at least 12 months immediately vest and shares of Stock will be released within 90 days after your termination
date. |
| |
B. If
your employment with the Company or a Subsidiary terminates involuntarily for any reason other than for cause
within one year after a Change in Control, your Award will be treated as described in the Plan. |
| |
C. If
your employment (1) with the Company or a Subsidiary terminates for any other reason, or (2) with an Affiliate (that is not a Subsidiary)
terminates for any reason3, your Award is immediately forfeited.
Notwithstanding anything
herein, if your employment with an Affiliate terminates and you immediately become employed by the Company or a Subsidiary,
there is no impact on your Award. |
| |
|
For the
purposes of your Award, you are deemed to have terminated employment on the date you are no longer actively providing services
to the relevant entity or entities, regardless of the reasons for termination and whether or not later found to be invalid or
in breach of your employment agreement, if any, or employment laws in the jurisdiction where you are employed. The Committee has
exclusive discretion to decide when you are considered to be no longer actively providing services for the purposes of your Award.
However, you will not be considered to be actively providing services during any contractual notice period or any period of “garden
leave” or similar period mandated under employment laws in the jurisdiction where you are employed or in your employment
agreement, if any, unless the Committee decides otherwise.
2 If required by Section
409A of the Code, the payment may not be made (if applicable) until at least six months following the termination date.
3
This also would apply in the case where the Committee determined that your transfer to the Affiliate would not impact your Award.
If your employer no longer meets the definition of “Affiliate”, you are deemed to have terminated employment for the
purposes of the Plan.
Prohibited
Activities Appendix
| 1. | Engaging
in Prohibited Activity |
Section
1.2 (Implications) applies if you engage in a Prohibited Activity (as defined in section 5 (Types of Prohibited Activity) below)
at any time during the term of your Award or within one year after the later of:
| 1.1.1 | the
termination of your employment with the Company, your employer or any Affiliate; and |
| 1.1.2 | the
last date of vesting or exercise of all or any portion of your Award. |
If
this section 1.2 applies:
| 1.2.1 | your
Award will immediately terminate, be forfeited and (if relevant) cease to be exercisable;
and |
| 1.2.2 | within
10 days after receiving written notice from the Company that this section applies, you
must pay in cash to the Company: |
| (i) | any
and all gains associated with any previous vesting or exercise of all or any portion
of your Award; and |
| (ii) | interest
calculated from the time of the notice until the date of repayment to the Company. |
| 2. | Implications
for settled Awards |
For
the purposes of section 1.2.2, each gain associated with the vesting or exercise of all or any portion of your Award will be calculated
as:
| 2.1.1 | where
your Award is in the form of an Option, the closing price per share of Stock on the date
of exercise as reported on the New York Stock Exchange Composite Transactions listing
minus the exercise price per share of Stock, multiplied by the number of shares of Stock
over which the Award was exercised; |
| 2.1.2 | where
your Award is in the form of Restricted Stock Units or Growth Share Units, the closing
price per share of Stock on the date of vesting as reported on the New York Stock Exchange
Composite Transactions listing, multiplied by the number of shares of Stock that vested;
and |
| 2.1.3 | where
your Award is in the form of Performance Cash, the gross amount of the cash payment that
vested. |
If
all or any part of this Prohibited Activities Appendix is held to be invalid, illegal or unenforceable for any reason by any court
with jurisdiction:
| 3.1.1 | you
will transfer to the Company all of the shares of Stock that you acquired on vesting
or exercise of your Award that you still hold (and if your Award is an Option, the Company
will pay to you the exercise price you paid for that Stock in exchange); and |
| 3.1.2 | where
you have already sold, transferred or disposed of any shares of Stock you acquired on
vesting or exercise of your Award, you must pay to the Company: |
| (i) | any
and all gains associated with each sale, transfer or disposal; and |
| (ii) | interest
calculated from the date of each sale, transfer or disposal until the date of repayment
to the Company. |
For
the purposes of section 3.1.2, the gain associated with the sale, transfer or disposal will in each case be calculated as the
closing price per share of Stock on the date of the sale, transfer or disposal as reported on the New York Stock Exchange Composite
Transactions listing (minus, where your Award is an Option, the exercise price per share of Stock), multiplied by the number of
shares of Stock sold, transferred or disposed of.
Any
interest payable under this Prohibited Activities Appendix will be calculated using the weighted prime rate at SunTrust Bank,
Atlanta.
| 5. | Types
of Prohibited Activity |
The
term Prohibited Activity includes any and all of the following:
Making
any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company, your employer and/or
any Affiliate, including but not limited to negative references to the Company or its products, services, corporate policies,
or current or former officers or employees, customers, suppliers, or business partners or associates.
Publishing
any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast or
television transmission, or communicating with any representative of the media relating to confidential matters regarding the
business or affairs of the Company, your employer and/or any Affiliate which you were involved with during your employment.
| 5.3 | Disclosure
of a Trade Secret |
Failure
to hold in confidence any and all Trade Secrets of the Company that came into your knowledge during your employment with the Company,
your employer and/or any Affiliate, or disclosing, publishing, or making use of, at any time, such Trade Secrets.
For
these purposes, Trade Secret means any technical or non-technical data, formula, pattern, compilation, program, device,
method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers
or other information similar to any of the foregoing, which:
| 5.3.1 | derives
economic value, actual or potential, from not being generally known to and not being
readily ascertainable by proper means by other persons who can derive economic value
from its disclosure or use; and |
| 5.3.2 | is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy. |
| 5.4 | Disclosure
of Confidential Information |
Failure
to hold in confidence all Confidential Information of the Company, your employer and/or any Affiliate that came into your knowledge
during your employment with the Company, your employer or any Affiliate, or disclosing, publishing, or making use of such Confidential
Information.
For
these purposes, Confidential Information means any data or information, other than Trade Secrets (as defined in section
5.3 (Disclosure of a Trade Secret)), that is valuable to the Company and not generally known to the public or to competitors of
the Company.
| 5.5 | Failing
to return materials |
Your
failure, in the event of your termination of employment for any reason, promptly to deliver to the Company all memoranda, notes,
records, manuals or other documents, including all copies of such materials and all documentation prepared or produced in connection
therewith, containing Trade Secrets (as defined in section 5.3 (Disclosure of a Trade Secret)) or Confidential Information (as
defined in section 5.4 (Disclosure of Confidential Information)) regarding the Company’s business, whether made or compiled
by you or furnished to you by virtue of your employment with the Company, your employer or any Affiliate, or failure promptly
to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and
other property furnished to you by virtue of your employment with the Company, your employer or any Affiliate.
Rendering
services for any organization which, or engaging directly or indirectly in any business which, in the sole judgment of the Committee
or the Chief Executive Officer of the Company or any senior officer designated by the Committee, is or becomes competitive with
the Company.
Soliciting
or attempting to solicit for employment, for or on behalf of any corporation, partnership, or other business entity, any employee
of the Company, your employer or an Affiliate with whom you had professional interaction during the last twelve months of your
employment with the Company, your employer or the Affiliate.
| 5.8 | Violation
of Company policies |
Violating
any written policies of the Company or your employer applicable to you, including, without limitation, The Coca-Cola Company Global
Insider Trading Compliance Policy.
You
may be released from the effects of this Prohibited Activities Appendix if the Committee determines in its sole discretion that
such action is in the best interest of the Company and its stockholders.
Nothing
in this Prohibited Activities Appendix is intended to or will be interpreted as diminishing or otherwise limiting the Company’s
right under applicable state or local law or any prior agreement you have signed or made with the Company regarding trade secrets,
confidential information, or intellectual property.
Data
Privacy Appendix
This
Data Privacy Appendix sets out certain data privacy provisions that apply to you in connection with your Award.
For
the purposes of this Data Privacy Appendix, Data means personal information that directly or indirectly identifies you,
including: your name, home address and telephone number, your date of birth, your government identification number, your salary
information, nationality, job title and employment location, any shares or directorships you hold or held in the Company or any
Affiliate, details of your Award and any equity or cash awards or any other entitlements to stock or cash granted (regardless
of whether or not exercised, vested or settled, and including any cancelled or forfeited awards), any information necessary to
process your Award or any other award (e.g. your mailing address for a check payment or bank account wire transfer information),
any other information necessary to process mandatory tax withholding and reporting and/or, where applicable, your employment or
service termination date and the reason for the termination.
| 2. | For
Award recipients not located in the EEA or UK |
This
section applies if you reside anywhere in the world except the European Economic Area (EEA) or the United Kingdom (UK). By accepting
your Award, you confirm the following:
You
voluntarily consent to the collection, use and transfer, in electronic or other form, of your Data by and between the Company,
your employer or any Affiliate for the purpose of implementing, administering, and managing your participation in the Plan.
You
understand that the Company and its Affiliates may hold Data for the exclusive purpose of implementing, administering, and managing
the Plan.
| 2.3 | Purposes
of collection |
You
understand that Data will be transferred to one or more stock or incentive plan service providers selected by the Company, which
may assist the Company with the implementation, administration, and/or management of the Plan.
You
understand that the recipients of Data may be located in the United States or elsewhere. The Company also uses third party service
providers who may assist with the implementation, administration or management of the Plan. These service providers are bound
by contract to handle Data in a way that aligns with this Data Privacy Appendix and applicable law. If you have any questions
about the local entities or services providers who may access or handle your Data, please contact your local human resources representative.
By
consenting at section 2.1 (Consent) above, you authorize the Company and any other possible recipients that do or may assist the
Company with implementing, administering or managing the Plan to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the sole purpose of implementing, administering and/or managing your participation in the Plan.
You
understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.
In some cases, your information will be retained for the Company or your employer to comply with a legal or tax obligation.
You
understand that if you reside in certain jurisdictions, to the extent required by applicable laws, you may, at any time and without
cost:
| 2.6.1 | request
access to Data; |
| 2.6.2 | request
additional information about the storage and processing of Data; |
| 2.6.3 | require
any necessary amendments to Data; or |
| 2.6.4 | refuse
or withdraw the consents you give by accepting the Award, |
by
contacting your local human resources representative in writing.
| 2.7 | Implications
of not consenting or withdrawing consent |
You
understand that you provide these consents on a purely voluntary basis. If you do not consent, or if you later withdraw your consent,
your employment or service contract with the Company or an Affiliate will not be adversely affected. Refusing or withdrawing your
consent will mean that the Company will not be able to grant new awards or administer or maintain any existing awards (including
this Award) under the Plan. You understand that refusing or withdrawing your consent may affect your ability to participate in
the Plan (including the right to retain an award, such as this Award). You understand that you may contact a local human resources
representative for more information on the consequences of refusal to consent or withdrawal of consent.
| 3. | For
Award recipients located in the EEA and/or UK |
This
section applies if you reside inside the United Kingdom (UK) and/or the European Economic Area (EEA). By accepting your Award,
you confirm the following:
You
understand that the your employer (acting as controller) and the Company may collect, to the extent permissible under applicable
law, Data for the exclusive purpose of implementing, administering, and managing the Plan. The Data is collected from you, the
employer, and the Company for the exclusive purpose of implementing, administering, and managing the Plan in accordance with the
terms of your Award.
| 3.2 | Purposes
of collection/processing |
You
acknowledge the legal basis for Data processing is performance of the contract comprising your Award. The Data must be provided
in order for you to participate in the Plan and for the parties to your Award to perform their respective obligations as set out
in your Award documents. If you do not provide Data, you will not be able to participate in the Plan or continue to hold your
Award.
| 3.3 | Transfers
and retention of Data |
You
understand that your employer will transfer Data to the Company for Plan administration purposes. The Company and your employer
may also transfer your Data to other service providers (such as accounting firms, payroll processing firms or tax firms), as may
be selected by the Company now or in the future, to assist the Company and your employer with the implementation, administration
and/or management of your Award. You understand that recipients of the Data may be located in a country that does not benefit
from an adequacy decision issued by the European Commission. When your information is transferred outside the EEA or the UK (as
applicable), it is done in accordance with data protection laws and regulations requiring adequate transfer mechanisms. For further
information as to the transfer of your Data, please contact privacy@coca-cola.com. Your Data will be held only as long
as is necessary to implement, administer and manage your rights and obligations under the terms of your Award documents, as well
as in compliance with other laws requiring a longer retention period.
You
understand the Company and your employer will take steps in accordance with applicable legislation to keep Data accurate, complete
and up to date.
You
understand you are entitled to:
| 3.5.1 | have
any inadequate, incomplete or incorrect Data corrected; |
| 3.5.2 | request
access to your Data and additional information about the processing of that Data; |
| 3.5.3 | object
to the processing of Data or have your Data erased, under certain circumstances; and |
| 3.5.4 | subject
to applicable law: |
| (i) | restrict
the processing of your Data so that it is stored but not actively processed (e.g. while
the Company assesses whether you are entitled to have Data erased); and |
| (ii) | receive
a copy of the Data provided in connection with your Award or generated by you, in a common
machine-readable format, |
and
you may exercise these rights by contacting a local human resources representative.
You
understand you have the right to contact, and may lodge a complaint with, the relevant data protection supervisory authority.
You
may also contact the EU Data Protection Officer:
Nicola Aliperti Coca-Cola Italia s.r.l.
Viale Edison 110
Building B
20099 Sesto San Giovanni (Milan)
Italy
DPO-Europe@coca-cola.com
| 4. | Country
specific provisions |
The
provisions below supplement section 2 (For Award recipients not located in the EEA or UK) of this Data Privacy Appendix. By accepting
your Award, you confirm the following:
| 4.1 | If
you are subject to the laws of Canada |
You authorize the Company,
your employer, and your employer’s representatives to discuss with and obtain all relevant information from all personnel
(professional or not) involved in the administration and operation of the Plan. You authorize your employer, the Company, any
Affiliates and any stock or incentive plan service provider that may be selected by the Company to assist with the Plan to disclose
and discuss the Plan with their respective advisors. You further authorize your employer, the Company and any Affiliates to record
this information and to keep it in your employee file.
| 4.2 | If
you are subject to the laws of Russia |
You
acknowledge that you have read, understood and agree to the terms regarding the collection, processing and transfer of data described
in section 2 (For Award recipients not located in the EEA or UK) of this Data Privacy Appendix. Upon request of the Company or
your employer, you agree to provide an executed data privacy consent form or any similar agreements or consents that the Company
or your employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. You understand
that you will not be able to participate in the Plan if you fail to execute any such consent or agreement that may be requested.
2022
Awards made under
The
Coca-Cola Company 2014 Equity Plan
Additional
Terms
By accepting
your Award you:
Agree
that you have been given all relevant information and materials regarding the terms and conditions of your Award, which are set
out in the rules of The Coca-Cola Company 2014 Equity Plan, as amended from time to time (the Plan), your Award Notification
(including any appendices attached to it) and these Additional Terms (including the Global Appendix set out below) (collectively,
the Plan Documents).
| 2.1 | Acknowledge
that the grant of your Award does not form part of and does not affect or change your
employment contract or your employment relationship with your employer (which is entirely
separate from the Plan). The grant of your Award and your participation in the Plan does
not create a right to employment or continued service and will not be interpreted as
forming an employment or service contract with The Coca-Cola Company (the Company),
your employer or any Affiliate (as defined in the Plan). The Award does not impact
the ability of the Company, your employer or any Affiliate to terminate that employment
or service relationship. All benefits granted by your Award will constitute an occasional
extraordinary payment and may not, in any way or for any purpose, be considered part
of your normal remuneration or constitute consideration for any services you provide
to the Company, your employer or any Affiliate, including when calculating any other
benefits. |
| 2.2 | Acknowledge
that the Company’s decision to grant your Award is voluntary and discretionary,
and that you have no right to participate in the Plan. Acceptance of your Award and participation
in the Plan does not create any right to, or expectation of, future employment or service,
future participation in the Plan or the grant of future awards (on the same basis, or
at all). The Company may at any time decide to cease offering awards under the Plan,
or amend, modify, suspend, cancel or terminate the Plan and any benefits under it. |
| 2.3 | Acknowledge
that you are not entitled to the exercise of any discretion under the Plan in your favor,
that decisions with respect to your Award and any future awards are at the sole discretion
of the Company and are final, binding and conclusive, and that you do not have any claim
or right of action in respect of any decision, omission, or discretion, which may in
each case operate to your disadvantage. |
| 2.4 | Agree,
in consideration for and as a condition of your Award, to waive all rights which might
arise in connection with the Plan, including: |
| 2.4.1 | the
right to institute any claim against the Company, your employer or any Affiliate; and
|
| 2.4.2 | the
right to pursue any claim that is allowed by a court, |
other
than the right to acquire, as relevant, $0.25 par value shares of common stock of the Company (Stock) or cash (subject
to and in accordance with the Plan).
| 2.5 | Acknowledge
that you do not have any right to compensation or damages for any loss (actual or potential)
in relation to the Plan or your Award, including where it is forfeited on termination
of employment or cessation of services for any reason, whether or not lawful or in breach
of employment laws or the terms of your employment or service agreement, if any. |
Accept
that you must not pledge, encumber, assign, transfer, charge or otherwise dispose of your Award or any rights in respect of it,
whether voluntarily or involuntarily (other than to your personal representatives on death).
| 4. | Modifications
and additional requirements |
| 4.1 | Agree
that the Company may modify any of the terms of your Award to be consistent with any
applicable law or applicable government agency regulation where, in the opinion of the
Company, that term might otherwise conflict or be inconsistent. |
| 4.2 | Agree
that the Company may impose additional conditions, requirements and restrictions on your
Award, your participation in the Plan and any Stock or cash you acquire on vesting or
exercise of your Award, and that you will comply with them, including signing any additional
agreements or undertakings. |
| 4.3 | Agree
to any amendment made to the Plan or any term of your Award (including an amendment with
retroactive effect) where the amendment is necessary or advisable to ensure the Plan
or your Award complies with any future law relating to plans of this nature or their
administration (including Section 409A of the U.S. Internal Revenue Code of 1986, as
amended). |
| 4.4 | Agree
to any amendment made to any of the terms of your Award (including rescinding your Award
entirely) to correct any error that occurred in connection with the grant or documentation
of your Award. |
| 4.5 | Acknowledge
that your Award may be adjusted to reflect a change in capital structure, in accordance
with the terms of the Plan, and agree that, where your Award is over Stock and an adjustment
results in a fractional share, the fractional share may be disregarded at the Company’s
discretion. |
| 5.1 | Acknowledge
that participating in the Plan will probably have tax consequences for you and that all
payments made with respect to your Award (including payments in Stock or cash) may be
subject to tax, social security and any similar charges in any country where you are
employed, reside, or are otherwise subject to tax (Tax). |
| 5.2 | Agree
that you (or your personal representative) are ultimately responsible for and will bear
any liability for any Tax in respect of your Award and your participation in the Plan,
and understand that this liability may exceed any amounts withheld and paid on your behalf.
|
| 5.3 | Acknowledge
that the Company, your employer, an Affiliate, any trustee of any employee benefit trust
and any third party service provider (each, a Withholding Person) is entitled
to do any, all or a combination of the following methods (where relevant) to enable a
Withholding Person to raise an amount it considers necessary or desirable to recover
the Liabilities: |
| 5.3.1 | sell
or procure the sale on your behalf of a sufficient number of the Stock you acquire on
vesting or exercise of your Award; |
| 5.3.2 | reduce
the number of Stock you acquire on vesting or exercise of your Award accordingly and
settle the balance in cash; and |
| 5.3.3 | withhold
amounts from: |
| (i) | proceeds
of sale under section 5.3.1; |
| (ii) | the
balance settled in cash under section 5.3.2; and |
| (iii) | any
other cash payments of any kind owed to you. |
For
these purposes, Liabilities means any obligation on the Withholding Person to pay or account for Tax, any unpaid exercise
price, any associated costs (including under section 7 (Costs)) and any amount you owe to the Company, your employer or any Affiliate
due to any obligation of any nature whatsoever (including under a loan, the Company’s tax equalization program or any travel
or expenses policy) to the extent that the Company, the employer or any Affiliate in its reasonable judgement determines you owe
them that amount.
| 5.4 | Agree
that, for tax purposes, and where allowed by applicable law, you are deemed to have received
the full number of Stock where the number of Stock you acquire is reduced under section
5.3.2. |
| 5.5 | Agree
that, where permitted by the Company, you may elect to satisfy Tax and/or pay any exercise
price by delivering (including by attestation) Stock to the Company. |
| 5.6 | Agree
that if a Withholding Person’s obligation to pay or account for Tax cannot or has
not been fully satisfied by the above methods, you must pay to the Withholding Person
an amount sufficient to enable them to discharge that obligation. |
| 5.7 | Agree
to enter any tax elections for particular tax and/or social security treatment, execute
any documents, give any directions and take any action as may be requested by the Company,
your employer or any Affiliate in relation to any Liabilities. |
| 5.8 | Acknowledge
that the Company, your employer and any Affiliate do not guarantee or warrant any particular
Tax treatment in relation to your Award, the cash or Stock you acquire in connection
with your Award (including any dividends on Stock), or your participation in the Plan
and that they are not under any obligation to structure the Award in a Tax favorable
way or avoid adverse Tax treatment in any jurisdiction. |
| 5.9 | Acknowledge
that neither the Company, your employer nor any Affiliate will be liable for any Tax,
interest, penalties or other amounts owed by any taxpayer as a consequence of the Plan
or an Award and that any Tax information provided is for guidance purposes only. |
| 5.10 | Accept
that the cash or Stock subject to your Award may only vest or be exercised (as applicable)
if satisfactory arrangements are in place to enable all Withholding Persons to obtain
the funds needed to satisfy any Liabilities. |
| 5.11 | Acknowledge
that the vested (and, if applicable, exercised) Stock or cash subject to your Award may
not be delivered or paid to you unless you have complied with your obligation to pay
the Liabilities. |
| 6. | Internationally
mobile employees |
| 6.1 | Acknowledge
that if you are a mobile employee, meaning that you are based in different jurisdictions
during the course of your employment or service that you are or may be subject to Tax
in more than one country, you are strongly encouraged to inform the Company and your
employer, and to speak with your personal tax adviser regarding the tax treatment of
your participation in the Plan. |
| 6.2 | Accept
that, if you are a mobile employee, the Company or your employer may be required to withhold
for Tax in more than one jurisdiction. |
| 6.3 | Accept
that if you are a “Global Mobility Associate” as defined in the Company’s
Global Mobility Policy (or the equivalent under any applicable international service
policy from time to time), you remain responsible for all Tax except where expressly
stated otherwise in that policy and/or the Company’s tax equalization program.
A copy of the Company’s Global Mobility Policy is available on the Company’s
intranet. |
Agree
that you are responsible for the payment of any fees, dealing, commission or currency conversion costs or any other costs associated
with your Award, including costs associated with the payment of any cash and the sale of any Stock.
| 8.1 | Agree
that any notice or other communication required in relation to your Award will be given
in writing, which may include electronic means. |
| 8.2 | Agree
that any notice or other communication to be given to you in connection with your Award
may be delivered by electronic means (including by email, or through the Company or your
employer’s intranet or a share plan portal), personally delivered, or sent by ordinary
post to the principal address on file for you from time to time with the Company, your
employer, an Affiliate or the Company’s agents. |
| 8.3 | Agree
that any notice or other communication to be given to the Company or its agents in connection
with your Award may be delivered or sent to its registered office or to such other place
and by such means as communicated to you by or on behalf of the Company from time to
time. |
| 8.4 | Accept
that notices or other communications: |
| 8.4.1 | sent
electronically will be deemed to have been received immediately (if sent during usual
business hours) or at the opening of business on the next business day (if sent outside
usual business hours); |
| 8.4.2 | that
are personally delivered will be deemed to have been received when left at the relevant
address (if left during usual business hours) or at the opening of business on the next
business day (if left outside usual business hours); and |
| 8.4.3 | sent
by post will be deemed to have been received 24 hours after posting to a U.S. address
or 3 days after posting to an address outside the U.S., |
unless
there is evidence to the contrary.
| 8.5 | Agree
that all notices or communications to be given to you are given and sent at your risk
and that neither the Company, your employer nor any Affiliate has any liability in respect
of any notice or communication given or sent, nor need they be concerned to see that
you actually receive it. |
| 9. | Insider
trading and market abuse |
| 9.1 | Acknowledge
that rules on insider trading, dealing notification requirements, and market abuse laws
may apply in relation to any actions or decisions taken relating to your Award, including
in relation to the acceptance, vesting, exercise or settlement of your Award, the delivery
or payment of any Stock or cash, and the sale of any Stock. These rules, requirements
and laws: |
| 9.1.1 | are
separate from and in addition to the requirements that apply to you under The Coca-Cola
Company Global Insider Trading Compliance Policy; and |
| 9.1.2 | may
prohibit or delay your actions or decisions. |
| 9.2 | Agree
that it is your responsibility to comply with the rules, requirements and laws referred
to in section 9.1. You should consult with your personal legal adviser on these matters. |
| 10.1 | Acknowledge
that if any Stock relating to your Award is traded in a currency that is not the currency
in your jurisdiction, the value of the Stock may also be affected by movements in the
exchange rate. |
| 10.2 | Agree
that neither the Company, your employer nor any Affiliate is liable for any loss due
to movements in the exchange rate nor any charges imposed in relation to the conversion
or transfer of money. |
| 11.1 | Confirm
you are accepting your Award and participating in the Plan voluntarily and understand
that the Company is not making any recommendations regarding your Award or any Stock
or cash relating to your Award. |
| 11.2 | Agree
that neither the Company, your employer, any Affiliate nor any person or entity acting
on their behalf has provided you with any legal, investment, tax (including reporting)
or financial advice with respect to your participation in the Plan, your Award or any
Stock or cash acquired upon vesting or exercise of your Award. You should consult with
your own suitably qualified advisers before taking any action under the Plan. |
| 11.3 | Acknowledge
that the information and materials provided do not take into account your objectives,
financial situation or needs and that if you do not understand the contents of the Plan
Documents, or you are in any doubt, you should consult an independent authorized financial
adviser. |
| 11.4 | Agree
you will have no remedies for any statement, representation, assurance or warranty that
is not set out in your Plan Documents. |
| 12.1 | Acknowledge
that neither the Company, your employer nor any Affiliate guarantees a specified level
of return in respect of your Award or any Stock. |
| 12.2 | Acknowledge
that there is a risk that any Stock relating to your Award may fall as well as rise in value,
that the future value of Stock cannot be predicted with certainty and that market forces
will impact the price of any Stock relating to your Award and, in the worst case, the market
value of the Stock may become zero. More information in relation to the Company, including
its share price, can be found at https://www.coca-colacompany.com/. |
| 13.1 | Acknowledge
that your Award is being offered to you in your capacity as an employee of the Company’s
group and that the offer is not intended for the general public and may not be used for
any public offer. |
| 13.2 | Acknowledge
that the Company is not required to deliver any Stock or cash on settlement of your Award
before it completes, on terms to its satisfaction, any registration, listing, exemption
or qualification or other legal requirements or obtains any clearance or approval that
the Company considers is necessary or desirable, and you agree to provide any information,
make any agreements and give any representations that the Company requests as part of
this process. |
| 13.3 | Agree
that the Company may (whether under Section 17.7(b) of the Plan or otherwise) refuse
to deliver any Stock or cash where the Company considers the delivery of Stock or cash
may conflict or be inconsistent with applicable law or applicable government agency regulation. |
| 13.4 | Acknowledge
that neither the Company, your employer nor any Affiliate is under any obligation to
register, exempt or qualify, or seek clearance or approval for, your Award or any Stock
or cash that you may acquire in connection with your Award. |
| 13.5 | Acknowledge
that your Award may not have been authorized or approved by any applicable securities
authorities and may have been offered pursuant to an exemption from registration in your
local jurisdiction. |
| 13.6 | Acknowledge
that the regulatory bodies in your jurisdiction accept no responsibility for the accuracy
and completeness of the statements and information contained in the Plan Documents and
take no liability whatsoever for any loss arising from reliance upon the whole or any
part of the contents of those documents. |
| 13.7 | Acknowledge
that a prospectus or similar offering or registration document may not have been prepared,
authorized or approved by any applicable authority in any jurisdiction outside the United
States. |
| 14. | Exchange
controls and any reporting requirements |
| 14.1 | Accept
that exchange control regulations and/or foreign asset reporting requirements may apply
to you in respect of your Award and/or any Stock or cash acquired in connection with
your Award, and that you are solely responsible for complying with those regulations
and requirements. |
| 14.2 | Agree
that neither the Company, your employer nor any Affiliate are responsible for obtaining
exchange control approval or making any reports on your behalf, nor for monitoring compliance
with those regulations and requirements and that if you fail to obtain any required exchange
control approval or make the necessary reports, neither the Company, your employer nor
any Affiliate will be liable in any way for any resulting fines or penalties. You should
seek independent professional advice if you are unsure about the obligations that apply
to you as a result of your participation in the Plan. |
| 14.3 | Accept
that you are solely responsible for complying with any filing, notification or reporting
requirements in respect of: |
| 14.3.1 | your
participation in the Plan and/or |
| 14.3.2 | benefits
received under the Plan, |
as
required by the local law in any jurisdiction. The Company accepts no responsibility for your failure or delay in complying with
such requirements. If you are in any doubt as to what actions you should take, you should consult a duly authorized independent
adviser.
| 15.1 | Consent
to the use of electronic communications in connection with the Plan. |
| 15.2 | Confirm
that references to “employer” throughout these Additional Terms include your
former employer, where applicable. |
| 15.3 | Agree
that all determinations and decisions on questions of interpretation in respect of your
Award and the Plan Documents will be made by the Company (or any committee on its behalf)
in its sole and absolute discretion. Those determinations and decisions will be final,
binding and conclusive. Any references to determinations or decisions made, or actions
taken, by the “Company” as referred to in these Additional Terms include
any committee acting on its behalf. |
| 15.4 | Agree
that if any provision of your Plan Documents is held to be invalid, illegal or unenforceable
for any reason by any court in any jurisdiction then, for the purposes of that jurisdiction
only: |
| 15.4.1 | such
provision will be deleted; and |
| 15.4.2 | the
remaining provisions will continue in full force and effect. |
| 15.5 | Agree
that if the Company waives a breach of one or more provisions in the Plan Documents,
this does not constitute a waiver of any other provision of the Plan Documents, or a
waiver of any subsequent breach of the Plan Documents (by you or anyone else). |
| 15.6.1 | the
federal laws of the United States of America and the state laws of the State of Delaware,
United States of America, govern your Plan Documents and your Award without regard to
the conflict of law provisions; and |
| 15.6.2 | the
courts of the United States District Court for the District of Delaware or the Delaware
Superior Court, New Castle County have exclusive jurisdiction in respect of disputes
arising under or in connection with the Plan or your Award, |
and
you waive any current or future objection you may have to this choice of law and jurisdiction.
| 16. | English
language (this applies if you have received an English language version only of any Plan
Document) |
| 16.1 | Accept
that you fully understand the contents of the English language version of the Plan Documents. |
| 16.2 | Acknowledge
that you do not need a translation of the Plan Documents and that you are fluent and
regularly conduct business in the English language as part of your duties and responsibilities
to your employer. |
| 17. | Translations
(this applies if you have received a Plan Document in a language other than English) |
| 17.1 | Agree
that if there is any conflict between the terms of the English language version of the
Plan Documents and a version in any other language, the English language version will
prevail. |
| 18. | Options
(this applies if your Award Notification specifies that your Award is an Option) |
| 18.1 | Understand
that, in order to exercise your Award, you will need to pay the exercise price. |
| 18.2 | Acknowledge
that you will be informed of the acceptable forms and methods of paying the exercise
price when you come to exercise your Award. |
| 19. | Restricted
resale (this applies if your Award is over Stock) |
Acknowledge
that any Stock you may acquire upon settlement of your Award may be subject to restrictions on transfer and resale in your local
jurisdiction and you agree that you will comply with those restrictions, including that you will not offer, sell, advertise or
otherwise market the Stock (or cause any of these to occur) in circumstances which constitute any type of public offering of securities,
unless an exemption applies.
| 20. | Performance
conditions (this applies if your Award Notification specifies that your Award is subject
to performance conditions) |
| 20.1 | Accept
that the vesting of your Award is conditional on the satisfaction of one or more performance
conditions as set out in the Performance Criteria Appendix to your Award Notification
(the Performance Criteria) and, to the extent the Performance Criteria are not
satisfied, your Award may be forfeited. |
| 20.2 | Accept
that the Performance Criteria may be altered in the circumstances specified in Section
10.2 of the Plan. |
| 21. | Malus
and clawback (this applies if your Award Notification specifies that your Award is subject
to “Malus and clawback”) |
| 21.1 | Agree
that any benefits you may receive with respect to your Award will be subject to reduction,
cancellation, repayment, forfeiture or recoupment if there is a determination that the
vesting of, or amount realized from, your Award was based on: |
| 21.1.1 | materially
inaccurate financial statements; or |
| 21.1.2 | any
other materially inaccurate performance metric criteria, |
and
you acknowledge that this applies regardless of whether you caused or contributed to the material inaccuracy.
| 21.2 | Agree
that the Company may also seek to recover your Award where required by the provisions
of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback”
provision required by applicable law, regulation or listing standards, including the
listing standards of the New York Stock Exchange, and you authorize such recovery. |
| 22. | Stock
ownership guidelines (this only applies if you are subject to the Company’s stock ownership
guidelines) |
| 22.1 | Accept
that if you have not met the Company’s stock ownership guidelines before
the applicable compliance deadline but you are a “Section 16 officer” under
the U.S. Securities Exchange Act of 1934, you are prohibited from selling 50% of any
Stock you obtain upon vesting or exercise of your Award until you meet the relevant guidelines,
except for any Stock that is sold or cash settled to cover Tax and any exercise price. |
| 22.2 | Accept
that if you have not met the guidelines by the applicable compliance deadline, you are
prohibited at all times after that compliance deadline from selling any Stock
you obtain on vesting or exercise of your Award, except for any Stock that is sold or
cash settled to cover Tax, commissions and fees and any exercise price. Once you meet
the guidelines, you can sell Stock in excess of the guidelines. |
Global Appendix – Equity
Awards4
| 1. | If
you are subject to the laws of the European Union |
This
offer is being made to selected employees as part of an employee incentive program in order to provide an additional incentive
and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these
rights is The Coca-Cola Company. The Stock which is the subject of these rights is new or existing par value common stock in the
Company. More information in relation to the Company including the stock price can be found at the following web address: https://investors.coca-colacompany.com/.
The
obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum
number of Stock which is the subject of this offer is [total number of stock awarded for this offer].
| 2. | If
you are subject to the laws of Argentina |
Neither
the Award nor the underlying Stock are publicly offered or listed on any stock exchange in Argentina.
This
provision applies if your Award Notification specifies that your Award is an Option:
Depending
upon the method of exercise chosen for the Option, you may be subject to restrictions with respect to the purchase and/or remittance
of U.S. dollars pursuant to Argentine currency exchange regulations. The Company reserves the right to restrict the methods of
exercise if required or advisable to comply with Argentine laws.
| 3. | If
you are subject to the laws of Australia |
The
grant of Awards under the Plan is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49
and ASIC Class Order CO 14/1000. Additional details are set forth in the Australia Offer Document, which is available on
the Merrill Benefits OnLine® website.
The offer is intended to receive
tax deferred treatment under Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). The conditions to receive such treatment
are contained in the Award Agreement.
| 4. | If
you are subject to the laws of Belgium |
If
your Award Notification specifies that your Award is an Option, you confirm you have read and understood the information regarding
the Belgian taxation of Options which has been separately made available to you by email and/or on the Merrill Benefits OnLine®
website. You should review this information thoroughly before accepting your Option grant.
| 5. | If
you are subject to the laws of Brazil |
By
accepting the Award, you agree that you are (i) making an investment decision, and (ii) the value of the underlying Stock is not
fixed and may increase or decrease in value over the vesting or exercise period without compensation to you.
4
If you are subject to the laws of any of the following countries, there are no country-specific provisions for your country in
this appendix: Bangladesh, Costa Rica, Dominican Republic, Ecuador, Egypt, Japan, Kenya, Korea, Malaysia, Nigeria, Puerto Rico,
Serbia, Sri Lanka, Swaziland, Taiwan, Thailand and Ukraine.
| 6. | If
you are subject to the laws of Canada |
For
purposes of your Award, your employment will be considered terminated and your right (if any) to vest in any Award or exercise
any Option after such termination (regardless of the reason for such termination and whether or not later found to be invalid,
unlawful or in breach of the employment laws in the jurisdiction where you are employed or the terms of your employment agreement,
if any) will be measured as of the earlier of: (a) the date your employment with the Company or one of its Subsidiaries (as defined
in the Plan) or Affiliates is terminated, (b) the date you receive written notice of termination from the Company or a Subsidiary
or Affiliate, regardless of any notice period or period of pay in lieu of such notice mandated under the employment laws in the
jurisdiction where you are employed or the terms of your employment agreement, if any, or (c) the date you are no longer employed
by the Company or any of its Subsidiaries or Affiliates. You will not be entitled to a pro-rata portion of the Award for any time
before the date on which your right to vest terminates, nor will you be entitled to any compensation for lost vesting. In the
event the date on which you are no longer actively providing services cannot be reasonably determined under the terms of your
Award, the Company, in its sole discretion, shall determine when you are no longer employed for purposes of the Award (including
whether you may still be considered employed or actively providing services while on a leave of absence).
Notwithstanding
the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory
notice period, your right to vest in the Award under the Plan, if any, will terminate effective as of the last day of your minimum
statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of
your statutory notice period, nor will you be entitled to any compensation for lost vesting.
In
addition to any restrictions on resale and transfer noted in the Plan Documents, Stock acquired pursuant to the Plan will be subject
to certain restrictions on resale imposed by Canadian provincial securities laws (in general, you may not resell your Stock to
Canadian purchasers). Accordingly, you are encouraged to seek legal advice prior to any resale of the Stock.
Furthermore,
notwithstanding anything to the contrary in the Plan or the Award Agreement, Awards granted to Canadian residents shall only be
settled in Stock and shall not be settled in cash.
The
following terms and conditions apply if you are resident in Quebec:
You
agree that you wish the Plan Documents to be drawn up in English.
Vous
confirmez que vous souhaitiez que les Documents du Plan soient rédigés en anglais
| 7. | If
you are subject to the laws of Chile |
Neither
the Company, the Plan nor the Stock have been registered in the Registro de Valores (Securities Registry) or in the Registro
de Valores Extranjeros (Foreign Securities Registry) of the Comisión para el Mercado Financiero de Chile (Chilean
Commission for the Financial market or CMF) and they are not subject to the control of the CMF. The Plan is governed by General
Regulation 336. As the Stock is not registered, the Company has no obligation under Chilean law to deliver public information
regarding the Stock in Chile. Shares of Stock cannot be publicly offered in Chile unless they are registered with the CMF.
Ni
The Coca-Cola Company, ni el Plan ni las Acciones han sido registradas en el Registro de Valores o en el Registro de Valores Extranjeros
que lleva la Comisión para el Mercado Financiero de Chile (CMF) y ninguno de ellos está sujeto a la fiscalización
de la CMF. Esta oferta de Acciones se acoge a la Norma de Carácter General 336. Por tratarse de valores no inscritos, el
emisor de las Acciones no tiene obligación bajo la ley chilena de entregar en Chile información pública acerca
de las Acciones. Las Acciones no pueden ser ofrecidas públicamente en Chile en tanto éstas no se inscriban en el
Registro de Valores correspondiente.
| 8. | If
you are subject to exchange control restrictions imposed by the China State Administration
of Foreign Exchange (SAFE), as determined by the Company in its sole discretion |
Notwithstanding
any other provision in the Plan Documents, the following provisions apply in the event of the termination of your employment (as
interpreted in accordance with the Employment Events Appendix) with the Company or a Subsidiary (as defined in the Plan)
(1) because of your Disability, or (2) after attaining age 55:
Awards
that are Options and Awards held at least 12 months will immediately vest and will be settled in cash. The cash amount will be
determined based on the closing price of the Stock on the date of your termination of employment (or, if a non-trading day, the
next trading day) or the exercise of your Option (if applicable) within the post-termination exercise period stated below. Awards
that are not Options and that are held less than 12 months from the date of grant are forfeited.
Where
Performance Criteria apply, the Performance Criteria will be measured over a shortened performance period, ending at the end of
the year prior to your termination of employment.
If
your Award is an Option, the period over which you may exercise your Option expires upon earlier of (1) six months from your termination
of employment or (2) the Option expiration date provided in the Plan Documents.
The
Company has the discretion to arrange for the sale of any Stock issued upon settlement of your Award, either immediately upon
settlement or at any time thereafter. In any event, if you terminate employment, you will be required to sell all Stock acquired
upon settlement of the Award within such time period as required by the Company in accordance with SAFE requirements. Any Stock
remaining in your brokerage account at the end of this period shall be sold by the broker (on your behalf pursuant to this authorization
and without further consent). In addition, any Award that has not vested by the end of this period will then immediately be forfeited.
The Company shall have the exclusive discretion to determine when your employment has been terminated for the purposes of the
Award.
You
agree to sign any additional agreements, forms and/or consents that reasonably may be requested by the Company (or the Company’s
designated broker) to effectuate the sale of the Stock (including, without limitation, as to the transfer of the sale proceeds
and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. You
acknowledge that neither the Company nor the designated broker is under any obligation to arrange for the sale of Stock at any
particular price (it being understood that the sale will occur in the market) and that broker’s fees and similar expenses
may be incurred in any such sale. In any event, when the Stock is sold, the sale proceeds, less any withholding for applicable
taxes, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to you in accordance with
applicable exchange control laws and regulations.
By
accepting the Award, you acknowledge that you understand and agree that you are not permitted to transfer any Stock acquired under
the Plan out of your account established with the Company’s designated broker until the Stock is sold. The limitation applies
to all Stock issued to you under the Plan, whether or not you remained employed with the Company or a Subsidiary.
You
understand and agree that you will be required to immediately repatriate to China the proceeds from the sale of any Stock acquired
under the Plan and any such dividends paid on such shares. You further understand that such repatriation proceeds may need to
be effected through a special bank account established by the Company (or a Subsidiary or Affiliate in China), and you hereby
consent and agree that any sale proceeds and cash dividends may be transferred to such special account by the Company (or a Subsidiary
or Affiliate in China) on your behalf prior to being delivered to you and that no interest shall be paid with respect to funds
held in such account.
The
proceeds may be paid to you in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to you
in U.S. dollars, you understand that a U.S. dollar bank account in China must be established and maintained so that the proceeds
may be deposited into such account. If the proceeds are paid to you in local currency, you acknowledge that the Company (and its
Subsidiaries and Affiliates) are under no obligation to secure any particular exchange conversion rate and that the Company (and
its Subsidiaries and Affiliates) may face delays in converting the proceeds to local currency due to exchange control restrictions.
You agree to bear any currency fluctuation risk between the time the Stock is sold and the net proceeds are converted into local
currency and distributed to you. You further agree to comply with any other requirements that may be imposed by the Company in
the future in order to facilitate compliance with exchange control requirements in China.
In
addition to the vesting schedule for your Award, settlement of the Award is also conditioned on the continued effectiveness of
the Company’s registration of the Plan with SAFE (the SAFE Registration Requirement). If or to the extent the Company
is unable to maintain the registration, no Stock for which a registration cannot be maintained shall be issued. In this case,
the Company retains the discretion to settle any Award for which the vesting schedule, but not the SAFE Registration Requirement,
has been met in cash paid through local payroll in an amount equal to the market value of the Stock subject to the Award less
any withholding for applicable taxes.
The
Company (and its Subsidiaries and Affiliates) shall not be liable for any costs, fees, lost interest or dividends or other losses
that you may incur or suffer resulting from the enforcement of the foregoing terms or otherwise from the Company’s operation
and enforcement of the Plan, the Award Agreement, and the Award in accordance with any applicable laws, rules, regulations and
requirements.
| 9. | If
you are subject to the laws of Colombia |
You
acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component
of “salary” for any legal purpose.
| 10. | If
you are subject to the laws of France |
By
accepting the Award, you confirm that you have read and understood the Plan Documents, which were provided in English. You accept
the terms of those Plan Documents and confirm that you have a good knowledge of the English language.
En
acceptant ce paiement, vous confirmez avoir lu et compris les documents relatifs à ce plan d’incitation à
long terme (qui vous ont été fournis en anglais) et que vous acceptez les termes de ce plan.
| 11. | If
you are subject to the laws of Hong Kong |
WARNING:
The
contents of the Plan Documents have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution
in relation to the offer. If you are in any doubt about any of the contents of the Plan Documents, you should obtain independent
professional advice.
This
offer to receive an Award under the Plan (the Offer) is strictly private and only available to eligible employees of [name
of Hong Kong company]. The Offer has also not been approved by the Securities and Futures Commission in Hong Kong and it should
not be made in whole or in part to the public or any third-party.
No
Awards granted under the Plan may be transferred or assigned, except as expressly permitted by the Company in writing.
Sale
of Stock. Any Stock received at vesting is accepted as a personal investment. In the event that any portion of this Award
vests within six months of the grant date, you agree that you will not offer to the public or otherwise dispose of the Stock acquired
prior to the six-month anniversary of the grant date.
| 12. | If
you are subject to the laws of India |
You
must repatriate to India all funds resulting from the sale of Stock acquired in relation to your Award within 90 days, and all
proceeds from the receipt of any dividends within 180 days. You should receive a foreign inward remittance certificate (FIRC)
from your bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in
the event that the Reserve Bank of India or your employer requests proof of repatriation.
| 13. | If you are subject to the
laws of Indonesia |
A
translation of the documents relating to this grant into Bahasa Indonesia can be provided to you upon request to your local human
resources representative. By accepting the grant of the Award, you (i) confirm having read and understood the documents relating
to this grant which were provided in the English language, (ii) accept the terms of those documents accordingly, and (iii) agree
not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National
Anthem or the implementing Presidential Regulation (when issued).
Terjemahan
dari dokumen-dokumen terkait dengan pemberian ini ke Bahasa Indonesia dapat disediakan bagi anda berdasarkan permintaan kepada
perwakilan sumber daya manusia lokal anda. Dengan menerima pemberian Award, anda (i) mengkonfirmasi bahwa dirinya telah membaca
dan mengerti dokumen-dokumen yang terkait dengan pemberian ini yang disediakan dalam Bahasa Inggris, (ii) menerima syarat-syarat
dari dokumen-dokumen tersebut, dan (iii) setuju untuk tidak mengajukan keberatan atas keberlakuan dokumen ini berdasarkan Undang-Undang
No. 24 Tahun 2009 tentang Bendera, Bahasa, dan Lambang Negara, Serta Lagu Kebangsaan atau Peraturan Presiden pelaksananya (ketika
diterbitkan).
| 14. | If
you are subject to the laws of Italy |
By
accepting the grant of the Award, you acknowledge that you have received a copy of the Plan Documents, you have reviewed the Plan
Documents in their entirety and you fully understand and accept all provisions of the Plan Documents. You further acknowledge
that you have read and expressly approve the following sections of the Additional Terms: section 2 (Employment); section 4 (Modifications
and additional requirements); section 5 (Tax); and section 15 (General).
| 15. | If
you are subject to the laws of Mexico |
By
participating in the Plan, you acknowledge that you have received a copy of the Plan, reviewed the Plan in its entirety and fully
understand and accept all provisions of the Plan. You further acknowledge that you have read and expressly approve the terms and
conditions set forth in section 2 (Employment) of the Additional Terms, in which the following is clearly described and established:
(i) your participation in the Plan does not constitute an acquired right; (ii) the Plan and your participation in the Plan are
offered by the Company on a wholly discretionary basis; (iii) your participation in the Plan is voluntary; and (iv) the Company
and its Subsidiaries (as defined in the Plan) are not responsible for any decrease in the value of the underlying Stock.
By
participating in the Plan, you expressly recognize that The Coca Cola Company, with registered offices at One Coca-Cola Plaza,
Atlanta, Georgia 30313, USA, is solely responsible for the administration of the Plan and that your participation in the Plan
and acquisition of Stock does not constitute an employment relationship between you and the Company since you are participating
in the Plan on a wholly commercial basis. Based on the foregoing, you expressly recognize that the Plan and the benefits that
you may derive from participation in the Plan do not establish any rights between you and the Company and do not form part of
the employment conditions and/or benefits provided by the Company and any modification of the Plan or its termination shall not
constitute a change or impairment of the terms and conditions of your employment.
You
further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company;
therefore, the Company reserves the absolute right to amend and/or discontinue your participation at any time without any liability
to you.
Finally,
you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or
damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release
to the Company, its Subsidiaries, branches, representation offices, its shareholders, officers, agents or legal representatives
with respect to any claim that may arise.
Al
participar en el Plan, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan en su totalidad, y que entiende
y acepta en su totalidad, todas y cada una de las disposiciones del Plan. Asimismo reconoce que ha leído y aprueba expresamente
los términos y condiciones señalados en el párrafo titulado Naturaleza de la Oferta en el Convenio, en lo
que claramente se describe y establece lo siguiente: (i) su participación en el Plan no constituye un derecho adquirido;
(ii) el Plan y su participación en el Plan son ofrecidos por la Compañía sobre una base completamente discrecional;
(iii) su participación en el Plan es voluntaria; y (iv) la Compañía y sus Afiliadas no son responsables de
ninguna por la disminución en el valor de las Acciones subyacentes.
Al
participar en el Plan, usted reconoce expresamente que The Coca-Cola Company, con oficinas registradas en One Coca-Cola Plaza,
Atlanta, Georgia 30313, Estados Unidos de América, es la única responsable por la administración del Plan,
y que su participación en el Plan, así como la adquisición de las Acciones, no constituye una relación
laboral entre usted y la Compañía, debido a que usted participa en el plan sobre una base completamente mercantil.
Con base en lo anterior, usted reconoce expresamente que el Plan y los beneficios que pudiera obtener por su participación
en el Plan, no establecen derecho alguno entre usted y la Compañía, y no forman parte de las condiciones y/o prestaciones
laborales que la Compañía ofrece, y que las modificaciones al Plan o su terminación, no constituirán
un cambio ni afectarán los términos y condiciones de su relación laboral.
Asimismo
usted entiende que su participación en el Plan es el resultado de una decisión unilateral y discrecional de la Compañía;
por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o suspender su participación en cualquier
momento, sin que usted incurra en responsabilidad alguna.
Finalmente,
usted declara que no se reserva acción o derecho alguno para interponer reclamación alguna en contra de la Compañía,
por concepto de compensación o daños relacionados con cualquier disposición del Plan o de los beneficios
derivados del Plan, y por lo tanto, usted libera total y ampliamente de toda responsabilidad a la Compañía, a sus
Afiliadas, sucursales, oficinas de representación, sus accionistas, funcionarios, agentes o representantes legales, con
respecto a cualquier reclamación que pudiera surgir.
The Stock underlying your
Award has not been registered with the National Register of Securities maintained by the Mexican Banking and Securities Commission
and may not be offered or sold publicly in Mexico. The Plan Documents may not be publicly distributed in Mexico. These materials
are addressed to you only because of your existing relationship with the Company and its Subsidiaries and may not be reproduced
or copied in any form. The offer contained in these materials is addressed solely to the present employees of the Company and
its Subsidiaries in Mexico and any rights under the Plan may not be assigned or transferred. The Stock underlying your Award will
be offered pursuant to a private placement exception under the Mexican Securities Law.
| 16. | If
you are subject to the laws of New Zealand |
You
are being offered an Award which, if vested, will entitle you to acquire Stock in accordance with the terms of the Plan Documents.
The Stock, if issued, will give you a stake in the ownership of the Company. You may receive a return if dividends are paid.
If
the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference
shares (if any) have been paid. You may lose some or all of your investment, if any.
New
Zealand law normally requires people who offer financial products to give information to investors before they invest. This information
is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under
an employee share scheme. As a result, you may not be given all the information usually required. You will also have fewer other
legal protections for this investment. You are advised to ask questions, read all documents carefully, and seek independent financial
advice before committing.
The
Stock is quoted on the New York Stock Exchange. This means that if you acquire Stock under the Plan, you may be able to sell the
Stock on the New York Stock Exchange if there are interested buyers. You may get less than you invested. The price will depend
on the demand for the Stock.
For information
on risk factors impacting the Company’s business that may affect the value of the Stock, you should refer to the risk factors discussion
on the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange
Commission and are available online at www.sec.gov, as well as on the Company’s “Investor Relations” website
at https://investors.coca-colacompany.com/.
| 17. | If
you are subject to the laws of Peru |
The grant
of the Award is considered a private offering in Peru; therefore, it is not subject to registration in Peru. For more information concerning
the offer, please refer to the Plan Documents and any other materials or documentation made available by the Company. For more information
regarding the Company, please refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed
with the U.S. Securities and Exchange Commission and are available at www.sec.gov, as well as the Company’s “Investor
Relations” website at https://investors.coca-colacompany.com/.
By
accepting the Award, you acknowledge that the Award is being granted ex gratia with the purpose of rewarding you.
| 18. | If
you are subject to the laws of Philippines |
The
following wording is hereby made a part of the Plan Documents:
The
securities being offered or sold under the Plan have not been registered with the Philippine Securities and Exchange Commission
under the Philippine Securities Regulation Code. Any future offer or sale of the securities in the Philippines is subject to registration
requirements under the Securities Regulation Code unless such offer or sale qualifies as an exempt transaction.
This
applies if your Award Notification specifies that your Award is an Option:
Notwithstanding
any terms or conditions of the Plan Documents, you acknowledge and agree that you will be restricted to the cashless sell-all
method of exercise. To complete a cashless sell-all exercise, you must to instruct the broker to (i) sell all of the Stock issued
upon exercise of the Option; (ii) use the proceeds to pay the exercise price, any applicable Liabilities and brokerage fees or
commissions; and (iii) remit the balance in cash to you. You will not be permitted to hold the Stock after exercise. Depending
on the development of local laws, the Company reserves the right to modify the methods of exercising the Option and, in its sole
discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Liabilities
permitted under the Plan.
| 19. | If
you are subject to the laws of Russia |
Information
contained in the Plan Documents does not constitute an advertisement of any securities in Russia and must not be passed on to
third parties or otherwise be made publicly available in Russia. The Awards and the Stock to be granted under the Plan have not
been and will not be registered in Russia and are not intended for 'placement' or 'circulation' in Russia.
| 20. | If
you are subject to the laws of Singapore |
You
acknowledge that the Plan Documents have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,
the Plan Documents and any other document or material in connection with the offer or sale, or invitation for subscription or
purchase of the Stock may not be circulated or distributed, nor may the Stock be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in
accordance with the conditions of, an exemption under any provision (other than Section 280) of Subdivision (4) of Division 1
of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore.
The
Awards under the Plan are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).
| 21. | If
you are subject to the laws of South Africa |
By
accepting the Award, you agree to immediately notify your employer of the amount of any income realized upon exercise or vesting
of the Award. If you fail to advise your employer of the income realized upon exercise or vesting of the Award, then you may be
liable for a fine. You personally will be responsible for paying the difference between the actual tax liability and the amount
withheld by the Company or your employer.
The documents
listed below are available for your review on the Company’s website at https://investors.coca-colacompany.com/ and the Company’s
intranet:
| 1. | The
Company’s most recent annual financial statements; and |
| 2. | The
Company’s most recent Plan prospectus. |
A
copy of the above-listed documents will be sent to you free of charge on written request to Global Equity, The Coca-Cola Company,
at One Coca-Cola Plaza, Atlanta, Georgia 30313, USA. You should read these materials carefully before making a decision whether
to participate in the Plan.
| 22. | If
you are subject to the laws of Spain |
By
accepting the Award, you acknowledge that you consent to participation in the Plan and have received a copy of the Plan Documents.
Except as otherwise provided in the Plan Documents, termination of your employment for any reason (including for the reasons listed
below) will automatically result in the forfeiture of any unvested Awards; in particular, you understand and agree that such Awards
will be forfeited without entitlement to the underlying Stock or to any amount as indemnification in the event of a termination
of your employment prior to vesting by reason of, including, but not limited to, resignation, disciplinary dismissal with or without
cause, individual or collective layoff with or without cause, material modification of employment under Article 41 of the Worker’s
Statute, relocation under Article 40 of the Worker’s Statute, Article 50 of the Worker’s Statute, Article 10.3 of
Royal Decree 1382/1985 and unilateral withdrawal by your employer.
Furthermore,
you understand that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant Awards under the Plan
to individuals who may be employees of the Company's group throughout the world. The decision is a limited decision that is entered
into upon the express assumption and condition that any grant will not bind the Company or any Subsidiary (as defined in the Plan)
or Affiliate, other than to the extent set forth in the Plan Documents. Consequently, you understand that the Awards are offered
on the assumption and condition that the Awards and any Stock acquired under the Plan are not part of any employment contract
(either with the Company or any Subsidiary or Affiliate), and shall not be considered a mandatory benefit, salary for any purposes
(including severance compensation), or any other right whatsoever. In addition, you understand that this offer would not be made
but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the
assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Award shall
be null and void.
| 23. | If
you are subject to the laws of Sweden |
The
following provision supplements section 5 (Tax) of the Additional Terms:
Without
limiting the authority of any Withholding Person to satisfy their withholding obligations for Tax as set forth in section 5 (Tax)
of the Additional Terms, by accepting the grant of the Award, you authorize any Withholding Person to withhold or to sell Stock
otherwise deliverable to you to satisfy Tax, regardless of whether the Withholding Person has an obligation to withhold such Tax.
| 24. | If
you are subject to the laws of Switzerland |
The
offering of the Plan in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial
Services Act (FinSA) because such offering by the Company is made exclusively to current or former members of the board
of directors, members of the management board or employees of the Company, the employer and its Affiliates. The Plan Documents
do not constitute a prospectus pursuant to FinSA, and no such prospectus has been or will be prepared for or in connection with
the offering of the Plan.
| 25. | If
you are subject to the laws of Turkey |
Under
Turkish law, you are not permitted to sell any Stock acquired under the Plan in Turkey. The shares are currently traded on the
New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “KO” and the Stock may be sold
through this exchange.
You
acknowledge that any activity related to investments in foreign securities (e.g. the sale of Stock) should be conducted through
a bank or financial intermediary institution licensed by the Turkey Capital Markets Board and should be reported to the Turkish
Capital Markets Board. You are solely responsible for complying with this requirement and should consult with a personal legal
advisor for further information regarding any obligations in this respect.
| 26. | If
you are subject to the laws of the United Arab Emirates |
The
Awards are granted under the Plan only to select employees of the Company's group and are in the nature of providing employee
equity incentives in the United Arab Emirates. The Plan Documents are intended for distribution only to such employees and must
not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their
own due diligence on the securities. If you do not understand the contents of the Plan Documents, you should consult an authorized
financial adviser. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents
in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development has approved the
Plan Documents nor taken steps to verify the information set out herein, and has no responsibility for such documents.
| 27. | If
you are subject to the laws of the United Kingdom |
This
offer is being made to selected employees as part of an employee incentive program in order to provide an additional incentive
and to encourage employee share ownership and to increase your interest in the success of the Company. The company offering these
rights is The Coca-Cola Company. The Stock which is the subject of these rights is new or existing par value common stock in the
Company. More information in relation to the Company including the stock price can be found at the following web address: https://investors.coca-colacompany.com/.
The
obligation to publish a prospectus does not apply because of Section 86(aa) of the Financial Services and Markets Act 2000 (as
amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union).
The total maximum number of Stock which is the subject of this offer is [total number of stock awarded for this offer].
| 28. | If
you are subject to the laws of Cambodia, Morocco, Myanmar, Nepal, Pakistan, or Vietnam |
The
Company reserves the right to restrict you from acquiring Stock at exercise or vesting of your Award. Instead, the Company reserves
the right to make a payment to you in cash upon exercise or vesting of your Award. Any references to the issuance of shares or
Stock in any documents related to the Award shall not be applicable in these circumstances.
