Form of Stock Option Agreement for grants under the 2014 Equity Plan, as adopted February 20, 2019

The Coca‑Cola Company ("KO") hereby grants to the optionee named below Options to purchase KO Stock at the option price per share set forth below, subject to the provisions of this Stock Option Agreement, including any country‑specific provisions for the optionee's country in the appendix attached hereto (the "Appendix," together with the Stock Option Agreement, the "Agreement") and The Coca-Cola Company 2014 Equity Plan (the "Plan").

Optionee's Name:

Number of Options Granted, each for One Share of KO Stock:

Option Price per Share:

Option Offer Date for Belgium:

Option Grant Date:

Option Expiration Date:

Vesting Schedule:

Capitalized terms not otherwise defined in this Agreement shall have the meaning provided in the Plan. The Plan is incorporated into, and made a part of, this Agreement.

(i)    No Option may be exercised until it has vested.

(ii)    No Option shall be exercisable prior to the first anniversary of the grant date, except in the event of a Change in Control, death or Disability resulting in a termination of employment.

(iii)    Except as is otherwise explicitly provided in this Agreement and the Plan, non-vested Options are forfeited immediately following termination of employment for any reason, and vested Options expire the earlier of: a) six months following termination of employment for any reason, and b) the Expiration Date noted in the Option.

(iv)    Except as is otherwise explicitly provided in this Agreement and the Plan, once an Option has vested, it may be exercised until it expires. Unless otherwise provided in the Plan or in this Agreement, the Options expire on the Option expiration date noted above.

(vi)    Notwithstanding any provision to the contrary in the Plan or in this Agreement, in the event of the optionee’s violation of Section 6 below, the Options will expire immediately at the time of such violation.

    

Irrespective of any action taken by the Company or, or if different, the optionee’s employer (the “Employer”), the optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, National Insurance Contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the optionee’s participation in the Plan and legally applicable to the optionee (“Tax-Related Items”), is and remains the responsibility of the optionee or the optionee’s estate or legal representative (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The optionee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.

Prior to any relevant taxable or tax withholding event, as applicable, the optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the optionee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy any tax withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

If the obligation for Tax-Related Items is satisfied by withholding in shares of KO Stock, for tax purposes, the optionee is deemed to have been issued the full number of shares subject to the Option, notwithstanding that a number of the shares are retained solely for the purpose of paying the Tax-Related Items.

In addition, the optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the KO Stock or the proceeds of the sale of Shares, if the optionee fails to comply with the optionee’s obligations in connection with the Tax-Related Items.

The optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of shares of KO Stock upon exercise, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the optionee is subject to tax in more than one jurisdiction, the optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. For optionees who are International Service Associates, all Tax-Related Items remain the optionee’s responsibility, except as expressly provided in KO’s International Service Policy and/or tax equalization program.

Optionee may be released from the effects of this section if the Committee determines in its sole discretion that such action is in the best interest of KO and its stockholders.

Optionee expressly acknowledges and affirms that the foregoing provisions of this section are material and important terms of this Agreement, and optionee expressly agrees that if all or any part or application of the foregoing provisions of this section are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between optionee and KO, KO shall be entitled to receive from optionee, in exchange for the exercise price per share shown above, all shares of KO Stock acquired by optionee upon exercise of any portion of the Option and held by optionee. If optionee has sold, transferred or otherwise disposed of any shares of KO Stock acquired by optionee upon exercise of any portion of the Option, KO shall be entitled to receive from optionee the gain associated with such sale, transfer or disposal, plus interest calculated through the date of payment to KO. The gain associated with the sale, transfer or other disposal of any share of KO Stock acquired by optionee upon exercise of any portion of the Option shall be the closing price per share on the date of such sale, transfer or disposal, as reported on the New York Stock Exchange Composite Transactions listing, less the option price per share shown above, multiplied by the number of shares of KO Stock sold, transferred or disposed of. Interest shall be calculated using the weighted prime rate at SunTrust Bank, Atlanta.

Merrill Lynch, Pierce, Fenner & Smith at Merrill Lynch Group Employee Services
Attention: The Coca‑Cola Company Stock Option Plan Unit
1400 Merrill Lynch Drive
Mail Stop 04-BS-PRO
Pennington, New Jersey 08534, USA

All notices to KO shall be addressed as follows:     Director, Executive Compensation
    The Coca‑Cola Company
    One Coca‑Cola Plaza
    Atlanta, Georgia 30313, USA

All notices to the optionee shall be addressed to the principal address of the optionee on file with KO, the Employer and/or Merrill Lynch. Either KO or the optionee may designate a different address by written notice to the other. Written notice to these addresses shall be effective to bind KO, the optionee and the optionee's successors and assigns.

When the issuance or transfer of KO Stock pursuant to the exercise of an Option may, in the opinion of KO, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, KO reserves the right to refuse to issue or transfer that KO Stock.

Authorized Signature

For purposes of this Agreement, the term “Prohibited Activity” shall include any and all of the following:

This Appendix includes additional terms and conditions that govern the Options granted to the optionee under the Plan if the optionee works in one of the countries listed below. If the optionee is a citizen or resident of a country other than the one in which the optionee is currently working, is considered a resident of another country for local law purposes or if the optionee transfers employment and/or residency between countries after the grant date, KO will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the optionee.

Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.

This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the optionee should be aware with respect to the optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of December 2018. Such laws are often complex and change frequently. As a result, KO strongly recommends that the optionee not rely on the information in this Appendix as the only source of information relating to the consequences of the optionee’s participation in the Plan because the information may be out of date at the time that the Options vest, the optionee exercises the Options or the optionee sells shares of KO Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the optionee’s particular situation and KO is not in a position to assure the optionee of a particular result. Accordingly, the optionee is advised to seek appropriate professional advice as to how the relevant laws in the optionee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the optionee’s country.

Finally, if the optionee is a citizen or resident of a country other than the one in which the optionee is currently working, is considered a resident of another country for local law purposes or if the optionee transfers employment and/or residency between countries after the grant date, the information contained herein may not be applicable to the optionee in the same manner.

The optionee understands that neither the Options nor the shares of KO Stock underlying the Options are publicly offered or listed on any stock exchange in Argentina. Therefore, the offer of the Options does not constitute a public offering as defined under Argentine law. The offer is private and not subject to the supervision of any Argentine governmental authority.

In accordance with Section 3 of the Agreement, the method of payment of the option price of the Options shall, unless otherwise determined by the Committee at its discretion, be limited to a cashless exercise authorized by KO, or by delivery, through attestation, of shares of KO Stock owned by the optionee. Payment of option price shall not be permitted in cash. Consequently, no funds will flow out of Argentina in connection with the Options.

If the optionee transfers proceeds from the sale of shares of KO Stock and any cash dividends into Argentina, the optionee may be subject to certain restrictions. If the transfer of funds received in connection with the Option into Argentina is made within 10 days of receipt, 30% of the amount transferred into Argentina may be subject to mandatory deposit in a non-interest bearing account for a holding period of 365 days. The Argentine bank handling the transaction may request certain documentation in connection with the request to transfer sale proceeds into Argentina (e.g., evidence of the sale, proof of the source of the funds used to purchase the shares, etc.). If the bank determines that the 10-day rule or any other rule or regulation promulgated by the Argentine Central Bank has not been satisfied, it will require that 30% of the proceeds be placed in a non-interest bearing deposit account for a holding period of 365 days.

The optionee is solely responsible for complying with the exchange control rules that may apply to the optionee in connection with his or her participation in the Plan and/or transfer of proceeds from the sale of shares of KO Stock or receipt of dividends acquired under the Plan into Argentina. Prior to transferring funds into Argentina, the optionee should consult his or her local bank and/or exchange control advisor to confirm what will be required by the bank because interpretations of the applicable Central Bank regulations vary by bank and exchange control rules and regulations are subject to change without notice.

Argentinian residents must report any shares of KO Stock acquired under the Plan and held by the resident on December 31 of each year on their annual tax return for that year.

The offer of the Option 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 Offer Document for the offer of the Option to Australian resident employees, which will be provided to the optionee with the Agreement.

The offering and resale of the KO Stock acquired under the Plan to a person or entity resident in Australia may be subject to disclosure requirements under Australian law. The optionee should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.

Australian residents must report inbound and/or outbound cash transactions exceeding A$10,000 and inbound and/or outbound international fund transfers of any value if the transfers do not involve an Australian bank.

The Board of Directors of KO, in its absolute discretion, may make a written offer to an eligible person who is an Australian resident it chooses to accept a stock award to acquire shares.

The offer shall specify the maximum number of shares subject to a stock award which the optionee may accept, the date of grant, the exercise price (if any), the expiration date, the vesting conditions (if any), any applicable holding period and any disposal restrictions attaching to the Options or the resultant shares of KO Stock (all of which may be set by the Board of Directors of KO in its absolute discretion).

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 this Appendix.

The offer shall be accompanied by an acceptance form and a copy of the Plan and this Appendix or, alternatively, details on how the optionee may obtain a copy of the Plan and this Appendix.

If the optionee validly accept the Board of Directors of KO’s offer of a stock award, the Board must grant the optionee the stock award for the number of shares for which the stock award was accepted. However, the Board must not do so if the optionee has ceased to be an eligible person at the date when the stock award is to be granted or the Company is otherwise prohibited from doing so under the Corporations Act 2001(Cth) (the “Corporations Act”) without a disclosure document, product disclosure statement or similar document.

The Company must provide a stock award agreement in respect of the stock award granted to the optionee to be executed by the optionee as soon as practicable after the date of grant.

Stock awards granted to the optionee under this Appendix that are Options must not have an expiration date exceeding fifteen (15) years from the date of grant.

Ordinary shares. Stock awards issued to the optionee under this Appendix must relate to ordinary shares. For the purpose of this Appendix, ordinary shares shall be defined in accordance with its ordinary meaning under Australian law.

Predominant business of the Company. Stock swards must not be issued optionee where those stock awards relate to options or shares in a company that has a predominant business of the acquisition, sale or holding of shares, securities or other investments.

Real risk of forfeiture. Stock awards that are options issued to optionee under this Appendix must have a real risk of forfeiture, the vesting conditions by which this risk is achieved is to be determined by the Board of Directors of KO in its absolute discretion.

10% limit on shareholding and voting power. Immediately after optionee acquires the stock awards, optionee must not: (i) hold a beneficial interest in more than 10% of the shares in KO; or (ii) be in a position to cast, or control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of KO. For the purposes of these thresholds, stock awards that are options are treated as if they have been exercised and converted into KO Stock.

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Austria. Participation in the Plan is also anticipated to be exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation in force from July 2019.

The optionee may be entitled to revoke the Agreement on the basis of the Austrian Consumer Protection Act (the “Act”) under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:

If the optionee holds securities (including shares of KO Stock acquired under the Plan) or cash (including proceeds from the sale of shares and any cash dividends) outside of Austria (even if the optionee holds them outside of Austria at a branch of an Austrian bank), the optionee may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded.

Specifically, if the optionee is an Austrian resident and holds securities outside of Austria, reporting requirements will apply if the value of such securities meets or exceeds (i) €30,000,000 as of the end of any calendar quarter, or (ii) €5,000,000 as of December 31. Further, if the optionee holds cash in accounts outside of Austria (including proceeds from the sale of shares and any cash dividends), monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €3,000,000 including the transactions and balances of all such cash accounts.

The optionee must accept the Option in writing either (i) within 60 days of the offer (for tax at offer), or (ii) after 60 days of the offer (for tax at exercise) by completing the attached Offer Document. The optionee should consult a personal tax advisor with respect to completing the Offer Document.

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Belgium. Participation in the Plan is also anticipated to be exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation in force from July 2019.

The optionee is required to report any taxable income attributable to the Option on his or her annual tax return. Additionally, Belgian residents are required to report any security or bank accounts (including brokerage accounts) maintained outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts.

This section is intended to advise optionees of potential tax impacts of certain actions or inactions under Belgian law. This section is applicable to any optionee who is subject to income tax in Belgium, including residents. Optionees are urged to consult their personal tax advisers when considering all matters regarding the Option grant set forth in the Agreement.

At grant: Stock Options that are accepted in writing within 60 days following the offer date are taxable on the date of grant. (Grant date is deemed to be the 60th day following the date of offer.) The taxable benefit is calculated as a percentage of the closing market price on the last trading day preceding the date of offer, plus any excess of the closing market price over the option price. Optionee acknowledges that these taxes are required to be paid even if the Options are later forfeited for any reason, including without limitation termination of employment, and/or the optionee is not actually able to realize value from the Options. The tax paid may not be refunded by the Belgian revenue agency.

At exercise: No Belgian tax consequences, unless the optionee breaks his or her commitment to hold and not exercise the Options before the end of the third calendar year following the calendar year in which the offer was made.

At sale: In principle, no Belgian tax consequences. KO will report details of Option benefits—both at the time of grant and possibly at the time of exercise if the Options are exercised before the expiration of the committed holding period. Tax is due and payable with the optionee’s individual income tax return for the year of grant and possibly in the year of exercise.

At grant: In principle, under current guidance from the Belgian tax authorities, no Belgian tax consequences.

At exercise: According to current guidance from the Belgian Minister of Finance, Options that are accepted in writing after the 60th day following the offer date are not subject to taxation at grant, but to taxation at exercise. The taxable benefit is the difference between the actual value of the shares of KO Stock at exercise less the Option price paid. KO will report details of Option benefits at exercise to the Belgian tax authorities through the annual salary statement for the year in which the Options are exercised. Belgian income tax is due and payable upon receipt of the notice of assessment, with the optionee’s individual tax return for the income year of exercise.

At sale: In principle, no Belgian tax consequences. KO and its Affiliates make no guarantee of any tax consequences to the optionee, as laws and guidance may change. In the case of any such changes, the optionee will accept the possibility of corresponding changes in KO’s obligation in respect of reporting and withholding.

If the optionee declines the Options, no tax will be owed at any time, but the Options will be declared null and void.

Special note for international service associates

Individuals resident in Belgium who are on international assignment under a KO or Affiliate program (e.g., ISAs or ESAs) are requested to accept the Options after 60 days of the date of offer. Should an international assignee accept the Options prior to 60 days from the date of offer, any taxes due on the grant of the Options shall be the international assignee’s personal responsibility and shall not be covered by the tax equalization policy.

Check one of the following three lines:

I accept within the 60-day period (before [date – 60 days after Option Offer Date]) and commit to hold and not to exercise the Options before the end of the third calendar year following the year of offer. By accepting the Options within 60 days of the date of the offer, the Options will be taxed in the tax year in which they are accepted. I acknowledge that these taxes are required to be paid even if the Options are later forfeited for any reason and/or I am not actually able to realize value from the Options.

If optionee has selected Option 1, please select one of the following:

_______ ACCEPT ALL: I hereby accept all of the number of Options granted in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that I have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. I also declare not to exercise the above Options prior to [date].

_______ ACCEPT PART: I hereby accept part of the Options granted in accordance with and subject to the terms and conditions of this Agreement and Plan. I ACCEPT ONLY          OF THE OPTIONS GRANTED. I acknowledge that I have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. I also declare not to exercise the above Options prior to [date]. I decline the remaining number of Options granted.

I accept after the 60-day period (after [date – 60 days after Option Offer Date]). By accepting the Options at least 60 days after the date of the offer, under current guidance from the Belgian tax authorities, the Options will be taxed at the time Options are exercised, based on the difference between the option price and the grant price. KO and its Affiliates make no guarantee of any tax consequences to the optionee, as laws and guidance may change.

3.      DECLINE ALL: I hereby decline all of the Options granted.

Optionee Signature

Date of Signature

INSTRUCTIONS FOR RETURNING SIGNED GRANT AGREEMENT:

Deliver by internal mail to Human Resources, p/a., Chaussee de Mons 1424, 1070 Brussels

The following provision supplements Section 11 of the Agreement:

The optionee agrees that (i) he or she is making an investment decision, (ii) the optionee will be entitled to exercise the Option only if the vesting conditions are met and any necessary services are rendered by the optionee over the vesting period, and (iii) the value of the underlying shares of KO Stock is not fixed and may increase or decrease in value over the vesting period without compensation to the optionee.

By accepting the Option, the optionee acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of Options and the sale of shares of KO Stock acquired under the Plan and the receipt of any dividends.

Remittance of funds for the purchase of shares of KO Stock under the Plan must be made through an authorized commercial bank in Brazil.

If the optionee is resident or domiciled in Brazil, the optionee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000 as of December 31. Assets and rights that must be reported include shares of KO Stock acquired under the Plan.

The following provision replaces Section 11(j) of the Agreement:

In the event of the optionee’s termination of employment for any reason (whether or not later found invalid or in breach of local employment laws or the terms of the optionee’s employment agreement, if any), any non-vested Options shall be immediately forfeited without consideration; except as is otherwise explicitly provided in the Agreement and the Plan. For purposes of the preceding sentence, the optionee’s right to vest in and exercise the Option will terminate effective as of the earlier of the following dates: (i) the date on which optionee’s employment is terminated; (ii) the date the optionee receives written notice of termination of employment from KO or one of the Affiliates; or (iii) the date the optionee is no longer actively employed by or providing services to KO or one of the Affiliates. The right to vest in and exercise the Option (as discussed above) will not be extended by any notice period (e.g., active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the optionee's employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the optionee is no longer actively providing services for purposes of the optionee's Option grant (including whether the optionee may still be considered to be providing services while on a leave of absence).

The following provision supplements Section 10 of the Agreement:

The optionee hereby authorizes KO and KO’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. The optionee further authorizes KO, any Affiliates and any stock plan service provider that may be selected by KO to assist with the Plan to disclose and discuss the Plan with their respective advisors. The optionee further authorizes KO and any Affiliates to record such information and to keep such information in the optionee’s employee file.

The following terms and conditions apply to the optionees resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

The optionee is permitted to sell shares of KO Stock acquired through the Plan through the designated broker appointed by KO, provided the resale of shares of KO Stock acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares of KO Stock are listed (i.e., New York Stock Exchange).

Canadian residents are required to report any foreign property (e.g., shares of KO Stock acquired under the Plan and possibly unvested Options) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year, although the reporting requirements have been simplified if the cost is less than C$250,000. It is the optionee's responsibility to comply with these reporting obligations, and the optionee should consult his or her own personal tax advisor in this regard.

Neither KO nor KO Stock are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

It is the optionee’s responsibility to make sure that the optionee complies with exchange control requirements in Chile when the value of his or her share transaction is in excess of US$10,000.

If the aggregate value of the KO Stock received under the Options exceeds US$10,000, the optionee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the Options.

The optionee is not required to repatriate funds obtained from the sale of KO Stock. However, if the optionee decides to repatriate such funds, the optionee must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the optionee must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If the optionee’s aggregate investments held outside of Chile exceeds US$5,000,000 (including the investments made under the Plans), the optionee must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. The optionee should consult with his or her personal legal advisor regarding any exchange control obligations that the optionee may have prior to the exercise of the Options.

The Chilean Internal Revenue (the “CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If the optionee is not a Chilean citizen and has been a resident in Chile for less than three years, the optionee is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl.

Under current rules, the Options may be subject to income tax at both the time of grant and the time of exercise. Capital gains tax applies when the shares acquired from exercise are sold. The optionee must report to the CIRS stock option grants and exercises, as well as any stock sales, on the optionee’s monthly tax return for the date of the taxable event. Applicable tax rules may often subject to change, sometimes on a retroactive basis. The optionee should consult with his or her personal legal advisor regarding tax implications of the Options.

The following provisions govern the optionee’s participation in the Plan if the optionee is a national or passport holder of the People’s Republic of China (“PRC”) resident and working in mainland China:     

Notwithstanding any provisions in the Agreement to the contrary, the following provisions apply in the event of separation from the Company or an Affiliate in China due to Disability or Retirement:

The following provisions of Section 2(a) of the Agreement are replaced with the following:

To comply with local exchange control requirements and allow the Plan to continue in operation, as a condition of participation, the optionee must execute the Power of Attorney below and agree to certain special terms and conditions as set forth below. Any and all Options granted to the optionee (including any and all outstanding Options previously granted, any shares of KO Stock issued to the optionee in respect thereof, as well as current and

future grants of Options issued to the optionee hereafter) are subject to local exchange control requirements, including the following special terms and conditions:

(i)Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, the optionee will be restricted to the cashless sell-all method of exercise with respect to his or her Options. To complete a cashless sell-all exercise, the optionee understands that he or she should instruct the broker to: (i) sell all of the shares of KO Stock issued upon exercise; (ii) use the proceeds to pay the option price, any applicable Tax‑Related Items and brokerage fees or commissions; and (iii) remit the balance in cash to the optionee. The optionee acknowledges that KO’s designated broker is under no obligation to arrange for the sale of the shares of KO Stock at any particular price. In the event of changes in regulatory requirements, KO reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

(ii)Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, the optionee understands and agrees that upon termination of employment for any reason whatsoever, the optionee (or, in the event of death, the optionee’s legal representative) will be permitted to exercise any unexercised Options for the shorter of the post-termination exercise period (if any) set forth in the Agreement and six (6) months of the termination of employment, or within any other such time frame as may be required or permitted by the State Administration of Foreign Exchange (“SAFE”) Shanghai branch but in any event no later than the Option expiration date. Any unexercised portion of the Option shall immediately expire after this time. Further, KO shall have the exclusive discretion to determine when the optionee is no longer actively providing service for purposes of the Options;

(iii)The optionee must repatriate the cash proceeds from the sale of the shares of KO Stock issued upon the exercise of the Options to China. Such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by KO, the Employer or another Affiliate in China, and any proceeds from the cashless sell-all exercise of Options may be transferred to such special account prior to being delivered to the optionee (less any Tax-Related Items and any brokerage fees or commissions);

(iv)KO will deliver the proceeds of the cashless sell-all exercise of Options sale of shares of KO Stock (less any Tax Related Items and any brokerage fees or commissions) to the optionee as soon as possible, but there may be delays in distributing the funds to the optionee due to exchange control requirements in China. Proceeds may be paid to the optionee in U.S. dollars or local currency at KO’s discretion. If the proceeds are paid to the optionee in U.S. dollars, the optionee will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the optionee in local currency, KO is under no obligation to secure any particular exchange conversion rate and KO may face delays in converting the proceeds to local currency due to exchange control restrictions. The optionee acknowledges and agrees that he or she bears the risk of any currency conversion rate fluctuation during that time.

(v)The optionee further agrees to comply with any other requirements that may be imposed by KO in the future in order to facilitate compliance with exchange control requirements in China.

The optionee may be required to report to SAFE all details of his or her foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents. Under these rules, the optionee may be subject to reporting obligations for the Options, shares of Stock acquired under the Plan, the receipt of any dividends and the sale of shares.

If the optionee transfers funds into or out of Egypt in connection with the Options, the optionee is required to transfer the funds through a registered bank in Egypt.

The Option is not intended to be tax-qualified under French tax laws including, without limitation, under Articles L. 225-197-1 to L. 225-197-6 or Articles L. 225-177 to L. 225-185 of the French Commercial Code.

By accepting the Option, the optionee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The optionee accepts the terms of those documents accordingly. The optionee confirms that the optionee has a good knowledge of the English language.

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France. Participation in the Plan is also anticipated to be exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation in force from July 2019.

The optionee may hold shares of KO Stock acquired upon exercise of the Option, any proceeds resulting from the sale of shares of KO Stock or any dividends paid on such shares of Stock outside of France, provided the optionee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the optionee.

As from January 1, 2019, exercise of the Options will give rise to employer income tax withholding in France.

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany. Participation in the Plan is also anticipated to be exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation in force from July 2019.

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In the event that the optionee makes or receives a payment in excess of this amount, he or she is required to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via Bundesbank’s website (www.bundesbank.de).

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece. Participation in the Plan is also anticipated to be exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation in force from July 2019.

If the optionee pays the exercise price of the Option with funds held in Greece, the optionee will need to complete an application form in order to remit such funds out of Greece. The form will be provided to the optionee by the foreign exchange bank handling the transaction.

Any shares of KO Stock received at exercise are accepted as a personal investment. In the event that any portion of this Option vests within six months of the grant date, the optionee agrees that he or she will not offer to the public or otherwise dispose of the shares of KO Stock acquired prior to the six-month anniversary of the grant date.

KO specifically intends that neither the Option nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”).

The following provision supplements Section 3 of the Agreement:

Notwithstanding anything to the contrary in the Plan and/or the Agreement, due to legal restrictions in India, the optionee will not be permitted to pay the option price through any form of payment whereby some, but not all, of the shares of KO Stock purchased upon exercise of the Option are sold to pay the option price.  However, the optionee will be permitted to pay the option price through any other form of payment set forth in the Agreement, including cash exercise and cashless sell-all exercise.  Further, KO reserves the right to allow additional forms of payment depending on the development of local law.

If the optionee remits funds outside of India to purchase shares of KO Stock, it is his or her responsibility to comply with the exchange control laws in India. Also, the optionee must repatriate to India all funds resulting from the sale of shares of KO Stock within 90 days and all proceeds from the receipt of any dividends within 180 days. The optionee will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The optionee should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

The optionee is required to declare in his or her annual tax return his or her foreign financial assets (including shares of KO Stock) and any foreign bank accounts. The optionee understands that it is the optionee’s responsibility to comply with this reporting obligation and is advised to confer with a personal tax advisor in this regard. 

If the optionee is a director, shadow director or secretary of an Irish Affiliate, the optionee is required to notify such Irish Affiliate in writing within five business days of (i) receiving or disposing of an interest in KO (e.g., Options, shares of KO Stock, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director, shadow director or secretary of an Irish Affiliate if such an interest exists at the time.  This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary, as the case may be).

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Ireland. Participation in the Plan is also anticipated to be exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation in force from July 2019.

Tax Indemnity

The references in the Plan to “tax” or “taxes” includes any and all taxes, charges, levies and contributions in Ireland or elsewhere, to include, in particular, Universal Social Charge (USC) and Pay Related Social Insurance (PRSI) (“Taxes”).

The optionee shall be accountable for any Taxes, which are chargeable on any assessable income deriving from the grant, vesting of, exercise or other dealing in Options or shares issued pursuant to Options. The Company shall not become liable for any Taxes, as a result of the optionee’s participation in the Plan. In respect of such assessable income, the optionee shall indemnify the Company and (at the direction of the Company) any Affiliate, which is or may be treated as the employer of the optionee in respect of the Taxes (the “Tax Liabilities”).

Pursuant to the indemnity referred to herein, where necessary, the optionee shall make such arrangements, as the Company requires to meet the cost of the Tax Liabilities, including at the direction of the Company any of the following:

making a cash payment of an appropriate amount to the relevant company whether by check, banker's draft or deduction from salary in time to enable the Company to remit such amount to the Irish Revenue Commissioners before the 14th day following the end of the month in which the event giving rise to the Tax Liabilities occurred; or

appointing the Company as agent and / or attorney for the sale of sufficient shares, acquired pursuant to the grant, vesting, exercise or other dealing in Options, or shares issued pursuant to Options to cover the Tax Liabilities and authorizing the payment to the relevant company of the appropriate amount (including all reasonable fees, commissions and expenses incurred by the relevant company in relation to such sale) out of the net proceeds of sale of the shares.

The optionee acknowledges that his or her terms of employment shall not be affected in any way by his or her participation in the Plan, which shall not form part of such terms (either expressly or impliedly). The optionee acknowledges that his or her participation in the Plan shall be subject at all times to the rules of the Plan as may be amended from time to time. If on termination of the optionee’s employment (whether lawfully, unlawfully, or in breach of contract) he or she loses any rights or benefits under the Plan (including any rights or benefits which he or she would not have lost had his or her employment not been terminated), the optionee hereby acknowledges that he or she shall not be entitled to (and hereby waives) any compensation for the loss of any rights or benefits under the Plan, or any replacement or successor plan.

The Plan is entirely discretionary and may be suspended or terminated by the Board of Directors of KO or by the Company at any time for any reason. Participation in the Plan is entirely discretionary and does not create any contractual or other right to receive future grants of Options or benefits in lieu of Options. All determinations with respect to future grants will be at the sole discretion of the Board or the Company. Rights under the Plan are not pensionable.

In accordance with Section 3 of the Agreement, unless otherwise determined by KO and informed to optionee, payment of the option prices shall be limited to cashless exercise in a form and manner authorized by KO. For clarity, the optionee shall not be entitled to pay the option price in cash and, accordingly, no funds will be transferred out of Italy in connection with the exercise of the Option.

The following provision replaces Section 10 of the Agreement:

The optionee understands that KO, the Employer and any other Affiliate may hold certain personal information about him or her, including, but not limited to, the optionee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any shares of KO Stock or directorships held in KO or any Affiliate, details of all Options, or any other entitlement to shares of KO Stock awarded, cancelled, exercised, vested, unvested or outstanding in the optionee’s favor (“Data”), for the exclusive purpose of implementing, managing and administering the Plan. The optionee is aware that providing KO with Data is necessary for the performance of the Plan and that his or her refusal to provide such Data would make it impossible for KO to perform its contractual obligations and may affect the optionee’s ability to participate in the Plan.

The Controller of personal data processing is The Coca-Cola Company with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Coca-Cola Italia S.r.l., Edison Park Center, Viale Tommaso Edison 110, 20099 Sesto San Giovanni, Milan, Italy.

The optionee understands that Data may be transferred to KO or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to its designated broker or other third party with whom shares of KO Stock acquired under the Plan or cash from the sale of such shares of KO Stock may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy.

The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the optionee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The optionee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The optionee understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the optionee’s participation in the Plan. The optionee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the optionee is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the optionee’s local human resources representative.

In accepting the grant of the Option, the optionee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

The optionee acknowledges that he or she has read and specifically and expressly approves the following sections of the Agreement: Section 1. When Options can be exercised; Section 3(c). Pay applicable Tax-Related Items

withholding; Section 5. Options are not transferable; Section 11. Nature of Grant; Section 13. Governing Law and Venue; Section 14. Electronic Delivery and Acceptance; Section 17. Appendix; Section 18. Imposition of Other Requirements; and the Data Privacy section above.

If the optionee is an Italian resident who, at any time during the fiscal year, holds foreign financial assets (including cash and shares of KO Stock) which may generate taxable income in Italy, the optionee is required to report these assets on his or her annual tax return for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations also apply if the optionee is the beneficial owner of foreign financial assets under Italian money laundering provisions.

If the optionee remits more than ¥30 million for the purchase of shares of KO Stock in a single transaction, the optionee must file a Payment Report with the Ministry of Finance (through the Bank of Japan or the bank carrying out the transaction). The precise reporting requirements vary depending on whether the relevant payment is made through a bank in Japan. If the optionee intends to acquire shares of Common Stock whose value exceeds ¥100 million in a single transaction, the optionee must also file a Report Concerning Acquisition of Shares (“Securities Acquisition Report”) with the Ministry of Finance through the Bank of Japan within 20 days of acquiring the shares. The forms to make these reports can be acquired from the Bank of Japan.

Japanese residents holding assets outside of Japan with a total net fair market value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. The optionee is advised to consult with a personal tax advisor to ensure that he or she is properly complying with applicable reporting requirements.

These provisions supplement Section 11 of the Agreement:

Modification. By accepting the Option, the optionee understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of the optionee’s employment.

Policy Statement. The grant of Options made under the Plan is unilateral and discretionary and, therefore, KO reserves the absolute right to amend it and discontinue it at any time without any liability.

KO with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of shares of KO Stock does not, in any way, establish an employment relationship between the optionee and KO since the optionee is participating in the Plan on a wholly commercial basis and the optionee’s sole employer is Servicios Integrados de

Administración y Alta Gerencia S. de R.L. de C.V., nor does it establish any rights between the optionee and the Employer.

By accepting the grant of Options, the optionee acknowledges that the optionee has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, the optionee further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 11 of the Agreement (“Nature of Grant”), in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by KO on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) none of the Affiliates or KO is responsible for any decrease in the value of the shares of KO Stock underlying the Options.

Finally, the optionee hereby declares that the optionee does not reserve any action or right to bring any claim against KO for any compensation or damages as a result of the optionee’s participation in the Plan and therefore grant a full and broad release to the Employer, KO and any Affiliates with respect to any claim that may arise under the Plan.

KO reserves the right to force the immediate sale of any KO Stock to be issued upon exercise and settlement of the Options. If applicable, the optionee agrees that KO is authorized to instruct its designated broker to assist with the mandatory sale of such KO Stock (on the optionee’s behalf pursuant to this authorization) and the optionee expressly authorizes KO’s designated broker to complete the sale of such KO Stock. The optionee acknowledges that KO’s designated broker is under no obligation to arrange for the sale of KO Stock at any particular price. Upon the sale of the KO Stock, KO agrees to pay the optionee the cash proceeds from the sale of the KO Stock, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The optionee acknowledges that he or she is not aware of any material nonpublic information with respect to KO or any securities of KO as of the date of this Agreement.

The optionee is required immediately to repatriate to Morocco the proceeds from the sale of any KO Stock which may be issued to the optionee at exercise and settlement of the Options. Such repatriation of proceeds may need to be effectuated through a special account established by KO, its Subsidiary or Affiliate. By accepting the Options, the optionee consents and agrees that the cash proceeds may be transferred to such special account prior to being delivered to the optionee.

If repatriation of proceeds is not effectuated through a special account, the optionee agrees to maintain his or her own records proving repatriation and to provide copies of these records upon request from KO, its Subsidiary and/or the Office des Changes. The optionee is responsible for ensuring compliance with all exchange control laws in Morocco.

The following provision supplements Section 3 of the Agreement:

Due to regulatory requirements, the optionee understands that the optionee will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the optionee understands that the optionee needs to instruct the broker to: (i) sell all of the shares of KO Stock issued upon exercise of the Option; (ii) use the proceeds to pay the option price, any applicable Tax‑Related Items and brokerage fees or commissions; and (iii) remit the balance in cash to the optionee. The optionee will not be permitted to hold shares of KO Stock after exercise. Depending on the development of local laws or the optionee’s country of residence, KO 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 Tax‑Related Items permitted under the Plan.

The optionee is required immediately to repatriate to Pakistan the proceeds from the sale of KO Stock as described above. The optionee should consult his or her personal advisor prior to exercise and settlement of the Options to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. The optionee is responsible for ensuring compliance with all exchange control laws in Pakistan.

The following provision supplements Section 3 of the Agreement:

Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, due to regulatory requirements, the optionee understands that the optionee will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the optionee understands that the optionee needs to instruct the broker to: (i) sell all of the shares of KO Stock issued upon exercise of the Option; (ii) use the proceeds to pay the option price, any applicable Tax‑Related Items and brokerage fees or commissions; and (iii) remit the balance in cash to the optionee. The optionee will not be permitted to hold shares of KO Stock after exercise. Depending on the development of local laws, KO 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 Tax‑Related Items permitted under the Plan.

The optionee acknowledges that the optionee is permitted to sell shares of KO Stock acquired under the Plan through the broker, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the shares of KO Stock are listed.

The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

The optionee understands that acceptance of the grant of the Option results in a contract between the optionee and KO completed in the United States and that the Agreement are governed by the laws of the Commonwealth of Delaware, without regard to choice of law principles thereof. Any shares of KO Stock to be issued upon exercise of the Option shall be delivered to the optionee through a brokerage account in the U.S. The optionee may hold the shares of KO Stock in the brokerage account in the U.S.; however, in no event will shares of KO Stock issued to the optionee under the Plan be delivered to the optionee in Russia. The optionee is not permitted to sell the shares of KO Stock directly to other Russian legal entities or individuals, nor is optionee permitted to bring any certificates representing the KO Stock into Russia (if such certificates are actually issued).

Depending on the development of local regulatory requirements, KO reserves the right to require the immediate sale of any KO Stock to be issued to optionee upon exercise of the Options. By accepting the Options, optionee acknowledges that optionee understands and agree that KO is authorized to, and may, in its sole discretion, instruct its designated broker to assist with the mandatory sale of KO Stock issued to Optionee upon exercise of the Options (on optionee’s behalf pursuant to this authorization) and optionee expressly authorizes KO’s designated broker to complete the sale of such KO Stock. Optionee acknowledges that KO’s designated broker is under no obligation to arrange for the sale of the KO Stock at any particular price. Upon the sale of the shares of KO Stock, optionee will receive the cash proceeds, less any Tax-Related Items and brokerage fees or commissions.

The following provision replaces Section 10 of the Agreement:

By accepting the Option, the optionee acknowledges that he or she has read, understood and agrees to the terms regarding the collection, processing and transfer of data described in Section 10 of the Agreement. In this regard, upon request of KO or the Employer, the optionee agrees to provide an executed data privacy consent form or any similar agreements or consents that KO or the Employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. The optionee understands that he or she will not be able to participate in the Plan if the optionee fails to execute any such consent or agreement that may be requested.

The Employer is not in any way involved in the offer of the Option or administration of the Plan. The Agreement, the Plan and all other materials the optionee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of shares of KO Stock under the Plan has not and will not be registered in Russia and hence the shares of KO Stock described in any Plan-related documents may not be offered or placed in public circulation in Russia.

The optionee is responsible for complying with all currency control laws and regulations in Russia that may apply to participation in the Plan. Within a reasonably short time after the receipt of any funds resulting from the Option (e.g., sale proceeds, dividends, etc.), the funds must be repatriated to Russia and credited to a Russian resident optionee through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Effective August 2, 2014, dividends do not need to be remitted to a Russian resident optionee’s bank account in Russia but instead can be remitted directly to a foreign individual bank account (in Organisation for Economic Cooperation and Development (“OECD”) and Financial Action Task Force (“FATF”) countries). The optionee should consult his or her personal advisor before remitting any funds into Russia, as exchange control requirements are subject to change at any time, often without notice.

If the optionee continues to hold KO Stock acquired at exercise of the Option after an involuntary termination of employment, he or she may not be eligible to receive unemployment benefits in Russia.

The Option is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The optionee should note that the Option is subject to section 257 of the SFA and the optionee should not make any subsequent sale of the shares of KO Stock in Singapore or any offer of such subsequent sale of the shares of KO Stock in Singapore, unless such sale or offer is made (1) after 6 months from the grant of the Option to the optionee or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

If the optionee is a Chief Executive Officer (“CEO”) or a director, associate director or shadow director of KO’s Singapore Affiliate, the optionee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify KO’s Singapore Affiliate in writing when the optionee receives an interest (e.g., Options or shares of KO Stock) in KO or any Affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the shares of KO Stock are sold), or (iii) becoming a CEO, director, associate director or shadow director.

By accepting the Option, the optionee agrees to notify the Employer of the amount of any gain realized upon exercise of the Option. If the optionee fails to advise the Employer of the gain realized upon exercise, the optionee may be liable for a fine. The optionee will be responsible for paying any difference between the actual tax liability and the amount withheld.

The optionee is advised to carefully read the materials provided before making a decision whether to participate in the Plan. In addition, the optionee is advised to contact his or her tax advisor for specific information concerning his or her personal tax situation with regard to Plan participation.

If the optionee uses cash to exercise the Option and purchase shares of KO Stock, rather than a cashless exercise method, the optionee must first obtain a “Tax Clearance Certificate (in Respect of Foreign Investment)” from the South African Reserve Service (“SARS”). The optionee must also complete a transfer of funds application form to transfer the funds. The Tax Clearance Certificate should be presented to a dealer of the Exchange Control Department of the South Africa Reserve Bank (it is likely that the optionee’s bank will qualify as such a dealer), together with a completed application form to transfer funds. No transfer of funds may be completed unless the original Tax Clearance Certificate bears the official stamp and signature of the Office of Receiver of Revenue of the SARS. The optionee must renew this Tax Clearance Certificate each twelve (12) months or in such other period as may be required by the SARS. 

If the optionee exercises the Option by a cashless exercise whereby no funds are remitted offshore for the purchase of shares of KO Stock, he or she is not required to obtain a Tax Clearance Certificate.

Further, South African residents may be required to obtain approval from the South African Reserve Bank for payments (including payment of the proceeds from the sale of shares of KO Stock) that he or she receives into accounts held outside of South Africa (e.g., a U.S. brokerage account). The optionee should consult his or her personal advisor to ensure compliance with current exchange control regulations.

The following provision supplements Section 11 of the Agreement:

In accepting the Option, the optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.

The optionee understands and agrees that KO has unilaterally, gratuitously and discretionally decided to grant the Option under the Plan to individuals who may be employees of KO and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind KO or any Affiliates, over and above the specific terms of the Plan. Consequently, the optionee understands that the Option is granted on the assumption and condition that the Option and any shares of KO Stock issued upon exercise of the Option are not part of any employment contract (either with KO or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the optionee understands that the Option would not be granted to the optionee but for the assumptions and conditions referred to herein; thus, the optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Option and any right to the Option shall be null and void.

Further, the vesting of the Option is expressly conditioned on the optionee’s continued employment, such that upon termination of employment, the Option may cease vesting immediately, effective on the date of the optionee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the optionee understands and agrees that any non-vested Options as of the date the optionee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying shares of KO Stock or to any amount of indemnification in the event of termination of the optionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

The acquisition, ownership and disposition of shares of KO Stock and must be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. If the optionee acquires shares of KO Stock through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for the optionee; otherwise, the resident optionee will be required make the declaration by filing the appropriate form with the DGCI. Generally, the declaration must be made in January for shares of KO Stock owned as of December 31 of) the prior year; however, if the value of shares of KO Stock acquired or sold exceeds €1,502,530 (or the optionee holds 10% or more of the capital of KO or such other amount that would entitle the optionee to join KO’s board of directors), the declaration must be filed within one (1) month of the acquisition or sale, as applicable.

To the extent the optionee holds rights or assets outside of Spain with a value in excess of €50,000 per type of right or asset (e.g., shares of KO Stock, cash, etc.) as of December 31 each year, such resident will be required to report information on such rights and assets on his or her annual tax return for such year. After such rights and assets are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000.

Further, the optionee will be required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including shares of KO Stock acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.

Further, the optionee is required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of KO Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments of cash or shares of KO Stock made to the optionee under the Plan) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the relevant year, exceed €1,000,000.

Thai resident optionees may remit funds out of Thailand up to US$1,000,000 per year to purchase shares of KO Stock (and otherwise invest in securities abroad) by submitting an application to an authorized agent (i.e., a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency). The application includes the Foreign Exchange Transaction Form, a letter describing the Option, a copy of the Plan and related documents, and evidence showing the nexus between KO and the Employer.

If the optionee exercises his or her Option using a cashless method of exercise, the optionee will not need to make submit an application to a commercial bank.

If the proceeds from the sale of shares of KO Stock or the receipt of dividends are equal to or greater than US$50,000 or more in a single transaction, Thai resident optionees must repatriate the proceeds to Thailand immediately upon receipt and convert the funds to Thai Baht or deposit the proceeds in a foreign currency deposit account maintained by a bank in Thailand within 360 days of remitting the proceeds to Thailand. In addition, Thai resident optionees must report the inward remittance to the Bank of Thailand on a foreign exchange transaction form.

Because exchange control regulations change frequently and without notice, the optionee should consult his or her personal advisor before exercising his or her Option or selling shares of KO Stock to ensure compliance with current regulations. It is the optionee’s sole responsibility to comply with exchange control laws in Thailand.

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

Under Turkish exchange control regulations, the optionee may be required to use a financial intermediary institution approved under the Turkish Capital Market Law to acquire or sell shares traded on a foreign market and to report such activity to the Capital Markets Board.  The optionee should consult his or her personal advisor regarding these requirements.

Participation in the Plan is being offered only to selected optionees and is in the nature of providing equity incentives to optionees in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such optionees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the

securities offered, including the optionee, should conduct their own due diligence on the securities. The optionee is encouraged to consult a legal or financial advisor if the optionee does not understand the contents of The Agreement or the Plan or any aspect of the Option.

If the optionee does not understand the contents of the Plan and the Agreement, the optionee should consult an authorized financial adviser. The Emirates Securities and Commodities Authority and the Dubai Financial Services Authority have 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 have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

The following provisions supplement Section 3 of the Agreement:

If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the optionee to the Employer, effective on the Due Date. The optionee understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the optionee, and KO and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 3 of the Agreement.

Notwithstanding the foregoing, if the optionee is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the optionee will not be eligible for such a loan to cover the uncollected income tax. In the event that the optionee is a director or executive officer and the income tax is not collected from or paid by the optionee by the Due Date, the optionee understands that the amount of any uncollected income tax may constitute a benefit to the optionee on which additional income tax and national insurance contributions (“NICs”) may be payable. The optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing KO or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which KO and/or the Employer may recover from the optionee by any of the means referred to in Section 3 of the Agreement.

This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Options are exclusively available in the UK to bona fide employees and former employees and any other KO UK Subsidiary.

Non-Qualification

The Options are not intended to be tax-qualified or tax-preferred for purposes of tax rules in the United Kingdom.

The optionee understands that he or she may suffer adverse tax consequences as a result of his or her acquisition or disposition of the shares. The optionee represents that he or she will consult with any tax advisors he or she deems appropriate in connection with the acquisition or disposition of the shares and that the optionee is not relying on the company or any Affiliate for any tax advice.

The following provision supplements Section 10 of the Agreement:

The optionee understands that his or her Data will be collected by his or her Employer and will be transferred to KO at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States and/or any financial institutions or brokers involved in the management and administration of the Plan. The optionee further understands that any of these entities may store the optionee’s Data for purposes of administering his or her participation in the Plan.