Notification – Stock Option
[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.
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
- 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.
ONLY - Option offer date
- 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.
of shares of Stock subject to your Award
This is the price you will
pay per share of Stock.
||Your Award is
subject to your continuing employment, as set out in the Employment Events Appendix to this document and the Plan.
your Award normally vests
per year over 4 years, as follows:
[INSERT DATE] - 25% of your
[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.
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
of your Award
your Award simply means exercising your right to buy the vested Stock subject to your
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.
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.
||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.|
certain data privacy provisions apply to you in connection with your Award, as set out in the Data Privacy Appendix to this document.
event of any conflict between this Award Notification (including the appendices), the Additional Terms and the Plan, the Plan
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.
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.
Events Appendix – Stock Option
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.
to your Award|
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.|
Award that has not been accepted terminates immediately upon your death and may not be transferred to your heirs.
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.
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.
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.
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).
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.|
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
to your Award|
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.|
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:
unvested portion of the Award is immediately forfeited, and
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.
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.
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.
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.
in Prohibited Activity|
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:
termination of your employment with the Company, your employer or any Affiliate; and|
last date of vesting or exercise of all or any portion of your Award.|
this section 1.2 applies:
Award will immediately terminate, be forfeited and (if relevant) cease to be exercisable;
10 days after receiving written notice from the Company that this section applies, you
must pay in cash to the Company:|
and all gains associated with any previous vesting or exercise of all or any portion
of your Award; and|
calculated from the time of the notice until the date of repayment to the Company.|
for settled Awards|
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
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;|
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;
your Award is in the form of Performance Cash, the gross amount of the cash payment that
all or any part of this Prohibited Activities Appendix is held to be invalid, illegal or unenforceable for any reason by any court
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|
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: |
and all gains associated with each sale, transfer or disposal; and|
calculated from the date of each sale, transfer or disposal until the date of repayment
to the Company.|
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.
interest payable under this Prohibited Activities Appendix will be calculated using the weighted prime rate at SunTrust Bank,
of Prohibited Activity|
term Prohibited Activity includes any and all of the following:
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.
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.
of a Trade Secret |
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.
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:
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 |
the subject of efforts that are reasonable under the circumstances to maintain its secrecy.|
of Confidential Information|
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
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
to return materials|
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.
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
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.
of Company policies|
any written policies of the Company or your employer applicable to you, including, without limitation, The Coca-Cola Company Global
Insider Trading Compliance Policy.
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.
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 sets out certain data privacy provisions that apply to you in connection with your Award.
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.
Award recipients not located in the EEA or UK|
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:
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.
understand that the Company and its Affiliates may hold Data for the exclusive purpose of implementing, administering, and managing
of collection |
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.
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.
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.
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.
understand that if you reside in certain jurisdictions, to the extent required by applicable laws, you may, at any time and without
access to Data;|
additional information about the storage and processing of Data;|
any necessary amendments to Data; or|
or withdraw the consents you give by accepting the Award,|
contacting your local human resources representative in writing.
of not consenting or withdrawing consent|
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.
Award recipients located in the EEA and/or UK|
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:
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.
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
and retention of Data |
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 email@example.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.
understand the Company and your employer will take steps in accordance with applicable legislation to keep Data accurate, complete
and up to date.
understand you are entitled to:
||have any inadequate, incomplete or incorrect
||request access to your Data and additional
information about the processing of that Data;|
||object to the processing of Data or have
your Data erased, under certain circumstances; and|
||subject to applicable law:|
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|
a copy of the Data provided in connection with your Award or generated by you, in a common
you may exercise these rights by contacting a local human resources representative.
understand you have the right to contact, and may lodge a complaint with, the relevant data protection supervisory authority.
may also contact the EU Data Protection Officer:
Nicola Aliperti Coca-Cola Italia s.r.l.
Viale Edison 110
20099 Sesto San Giovanni (Milan)
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:
you are subject to the laws of Canada|
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.
you are subject to the laws of Russia |
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.
Awards made under
Coca-Cola Company 2014 Equity Plan
accepting your Award you:
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).
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
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.|
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.|
in consideration for and as a condition of your Award, to waive all rights which might
arise in connection with the Plan, including:|
right to institute any claim against the Company, your employer or any Affiliate; and
right to pursue any claim that is allowed by a court,|
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).
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. |
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).
and additional requirements|
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.|
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.|
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
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.|
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
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).|
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.
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
or procure the sale on your behalf of a sufficient number of the Stock you acquire on
vesting or exercise of your Award; |
the number of Stock you acquire on vesting or exercise of your Award accordingly and
settle the balance in cash; and|
of sale under section 5.3.1;|
balance settled in cash under section 5.3.2; and|
other cash payments of any kind owed to you.|
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.
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
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.|
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.|
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.|
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. |
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. |
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.|
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
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.|
that, if you are a mobile employee, the Company or your employer may be required to withhold
for Tax in more than one jurisdiction.|
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
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.
that any notice or other communication required in relation to your Award will be given
in writing, which may include electronic means.|
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.|
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
that notices or other communications:|
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);|
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|
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.,|
there is evidence to the contrary.
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.|
trading and market abuse|
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
separate from and in addition to the requirements that apply to you under The Coca-Cola
Company Global Insider Trading Compliance Policy; and|
prohibit or delay your actions or decisions. |
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.|
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
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.|
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.|
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. |
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
you will have no remedies for any statement, representation, assurance or warranty that
is not set out in your Plan Documents.|
that neither the Company, your employer nor any Affiliate guarantees a specified level
of return in respect of your Award or any Stock.|
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/. |
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.|
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
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.|
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.|
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. |
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.|
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
controls and any reporting requirements|
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. |
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.|
that you are solely responsible for complying with any filing, notification or reporting
requirements in respect of: |
participation in the Plan and/or |
received under the Plan, |
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
to the use of electronic communications in connection with the Plan.|
that references to “employer” throughout these Additional Terms include your
former employer, where applicable.|
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.|
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
provision will be deleted; and|
remaining provisions will continue in full force and effect.|
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).|
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 |
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,|
you waive any current or future objection you may have to this choice of law and jurisdiction.
language (this applies if you have received an English language version only of any Plan
that you fully understand the contents of the English language version of the Plan Documents.|
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.|
(this applies if you have received a Plan Document in a language other than English)|
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
(this applies if your Award Notification specifies that your Award is an Option)|
that, in order to exercise your Award, you will need to pay the exercise price. |
that you will be informed of the acceptable forms and methods of paying the exercise
price when you come to exercise your Award.|
resale (this applies if your Award is over Stock)|
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.
conditions (this applies if your Award Notification specifies that your Award is subject
to performance conditions)|
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.|
that the Performance Criteria may be altered in the circumstances specified in Section
10.2 of the Plan.|
and clawback (this applies if your Award Notification specifies that your Award is subject
to “Malus and clawback”)|
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:|
inaccurate financial statements; or|
other materially inaccurate performance metric criteria,|
you acknowledge that this applies regardless of whether you caused or contributed to the material inaccuracy.
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.|
ownership guidelines (this only applies if you are subject to the Company’s stock ownership
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.|
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.|
Appendix – Equity Awards3
If you are subject to the laws of the European Union
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/.
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].
you are subject to the laws of Argentina
the Award nor the underlying Stock are publicly offered or listed on any stock exchange in Argentina.
provision applies if your Award Notification specifies that your Award is an Option:
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.
you are subject to the laws of Australia|
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.
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.
you are subject to the laws of Belgium|
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.
you are subject to the laws of Brazil|
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.
you are subject to the laws of Canada|
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).
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.
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.
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.
following terms and conditions apply if you are resident in Quebec:
agree that you wish the Plan Documents to be drawn up in English.
confirmez que vous souhaitiez que les Documents du Plan soient rédigés en anglais
you are subject to the laws of Chile|
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.
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.
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
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:
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.
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.
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
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.
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.
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.
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.
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.
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
you are subject to the laws of Colombia|
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.
you are subject to the laws of France|
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.
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.
you are subject to the laws of Hong Kong|
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
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.
Awards granted under the Plan may be transferred or assigned, except as expressly permitted by the Company in writing.
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.
you are subject to the laws of India|
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.
you are subject to the laws of Indonesia|
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).
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
you are subject to the laws of Italy|
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).
you are subject to the laws of Mexico|
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.
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.
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
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.
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.
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.
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.
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.
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.
you are subject to the laws of New Zealand|
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.
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.
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.
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.
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/.
you are subject to the laws of Peru|
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/.
accepting the Award, you acknowledge that the Award is being granted ex gratia with the purpose of rewarding you.
you are subject to the laws of Philippines|
following wording is hereby made a part of the Plan Documents:
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.
applies if your Award Notification specifies that your Award is an Option:
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.
you are subject to the laws of Russia|
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.
you are subject to the laws of Singapore|
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.
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).
you are subject to the laws of South Africa|
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.
documents listed below are available for your review on the Company’s website at https://investors.coca-colacompany.com/ and the Company’s intranet:
Company’s most recent annual financial statements; and
Company’s most recent Plan prospectus.
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.
you are subject to the laws of Spain|
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.
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.
you are subject to the laws of Sweden|
following provision supplements section 5 (Tax) of the Additional Terms:
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.
you are subject to the laws of Switzerland|
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.
you are subject to the laws of Turkey|
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.
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.
you are subject to the laws of the United Arab Emirates|
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.
you are subject to the laws of the United Kingdom
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/.
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].
you are subject to the laws of Cambodia, Morocco, Myanmar, Nepal, Pakistan, or Vietnam
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.