The Coca-Cola Company Directors' Plan, amended and restated on October 17, 2019, effective January 1, 2020

The Coca-Cola Company Directors’ Plan (the “Plan”), dated December 13, 2012, effective January 1, 2013, is amended and restated on October 17, 2019, effective January 1, 2020 (“Effective Date”). The Plan sets forth the compensation for non-employee Directors of The Coca-Cola Company (the “Company”), and the deferred compensation provisions of the Plan are designed to provide non-employee Directors with an opportunity to defer certain compensation as a Director.

All compensation awarded to and/or deferred by non-employee Directors of the Company prior to the Effective Date shall be subject to the terms of the Compensation Plan for Non-Employee Directors of The Coca-Cola Company, as amended on December 13, 2007, The Coca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors, as adopted on February 19, 2009 effective January 1, 2009, The Coca-Cola Company Directors’ Plan, dated December 13, 2012 and effective January 1, 2013,The Coca-Cola Company Deferred Compensation Plan for Non-Employee Directors as amended and restated effective April 1, 2006, or The Coca-Cola Company Directors’ Plan, as amended and restated on February 21, 2019 and effective April 24, 2019, as applicable (the “Prior Plans”).

The following words and phrases as used herein shall have the meaning specified below, unless a different meaning is plainly required by the context.

“AC Account” shall mean an annual compensation account maintained under the Plan for a Participant in accordance with Article III.

“Beneficiary” shall mean the person, persons or trust designated in writing by the Participant to receive any benefits from the Plan due to the death of the Participant. If no Beneficiary is designated, the Beneficiary shall be the Participant’s spouse. If no Beneficiary is designated and the Participant has no current spouse, the Beneficiary shall be the Participant’s estate.

“Board” shall mean the Board of Directors of The Coca-Cola Company.

“Calculation Date” shall mean April 1 or, if April 1 is not a trading day, the trading day immediately preceding April 1.

“Cash Payment” shall mean the cash payment described in Section 3.2.

“Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14C under the Securities Exchange Act of 1934, as amended ("1934 Act"), as in effect on October 17, 2019, provided that such a change in control shall be deemed to have occurred at such time as (i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act as in effect on October 17, 2019 directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company;

(ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board of the Company cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the shareowners of the Company approve any merger or consolidation as a result of which the Stock (as defined below) shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company and such merger, consolidation, liquidation or sale is completed; or (iv) the shareowners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation and such merger or consolidation is completed; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such times as a Change in Control would otherwise be deemed to have occurred, the Board determines otherwise, and provided the Change in Control constitutes a change in control pursuant to Section 409A of the Code.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Committee on Directors and Corporate Governance of the Board of Directors of the Company.

“Company” shall mean The Coca-Cola Company.

“Director” shall mean a duly-appointed or elected member of the Board.

“DC Account” shall mean a deferred compensation account maintained under the Plan for a Participant in accordance with Article IV.

“Effective Date” shall mean January 1, 2020.

“Majority-Owned Related Company” shall mean a corporation(s) or other business organization(s) in which the Company owns, directly or indirectly, 50% or more of the voting stock or capital at the relevant time.

“Participant” shall mean a Director who is eligible for the Plan in accordance with Article II and/or a former Director for whom accounts are maintained under the Plan.

“Payment Date” shall mean the date that is the later of (i) January 15 of the year following the year in which service as a Director terminates or (ii) six months following the date on which service as a Director terminates. Where a Participant has elected to receive payment of the balance in the Participant’s DC Account in the form of installments in accordance with the terms of the Plan, the first installment payment shall be paid on the Payment Date and all other installment payments shall be paid annually on the anniversary date of the Payment Date.

“Plan” shall mean The Coca-Cola Company Directors’ Plan.

“Share Unit” shall mean a hypothetical share of Stock that is credited to a Participant’s AC Account or DC Account.

“Stock” shall mean the common stock of the Company.

“Unforeseeable Emergency” shall mean a severe unforeseeable financial hardship as defined in Section 409A of the Code and the regulations thereunder, including a severe financial hardship resulting from (i) an illness or accident of the Participant, the Participant’s spouse, the Participant’s designated Beneficiary, or the Participant’s dependent (as defined in Section 152 of the Code, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) the loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

“Valuation Date” shall mean the trading date immediately preceding the Payment Date.

committee and Lead Independent Director, such Participate shall receive the applicable Chair Payment and a LID Payment.

With respect to the Chair Payment or LID Payment, if a Participant becomes the Chair of a committee of the Board or Lead Independent Director after January 1, the Chair Payment or LID Payment, as applicable, shall be prorated for the number of regularly-scheduled Board meetings remaining in the year (which shall include the meeting at which the Director was appointed Chair or Lead Independent Director, if such meeting is a regularly-scheduled meeting), as illustrated in the table below. For the avoidance of doubt, an outgoing committee Chair or Lead Independent Director shall receive a prorated Chair or LID fee for the number of regularly-scheduled meetings at which the Director served as Chair of such committee or Lead Independent Director.

becomes eligible for the Plan, provided that if such date is prior to the Calculation Date, then the Share Units shall be posted on the Calculation Date.

For purposes of illustration, if there are five regularly-scheduled Board meetings, Share Units shall be prorated using the schedule below:

calendar year following the giving of notice. An election with respect to the Cash Payment becomes irrevocable as of December 31 of the year prior to the year the Cash Payment is earned.

on the dividend payment date or if such date is not a trading day, on the trading day preceding the dividend payment date.

 

In the event of a Director’s separation of service from the Company during the calendar year, the Share Units attributable to each such period shall be prorated for the number of regularly-scheduled Board meetings that took place in the year prior to the separation from of service, as illustrated in the table below. Any Share Units that have been credited to the Participant’s AC Account due to dividends paid to shareowners of the Company during the Participant’s period of service during that year shall be added.

For purposes of illustration, if there are five regularly-scheduled Board meetings, Share Units shall be prorated using the schedule below:

    

The amount determined by the Committee as distributable due to an Unforeseeable Emergency shall be paid within 30 days after the request for the distribution is approved by the Committee.

construe the terms of the Plan, to determine status, coverage and eligibility for benefits and to resolve all interpretive, equitable, and other questions, including questions of fact, that shall arise in the operation and administration of the Plan. The Plan shall be interpreted consistently with the provisions of Section 409A of the Code. All actions or determinations of the Committee shall be final, conclusive and binding on all persons.