Common use of Replacement SERP Clause in Contracts

Replacement SERP. The Company shall also continue the supplemental executive retirement plan for the benefit of the Executive (and his surviving spouse in the event of the Executive’s death) that duplicates the rights and benefits the Executive would have been entitled to under The Coca-Cola Company Employee Retirement Plan and The Coca-Cola Company Supplemental Benefit Plan — Pension, as in effect on the date hereof, had his employment with The Coca-Cola Company continued until the Executive’s retirement or other termination of employment with the Company (the “Replacement SERP”) and which shall be subject to the following terms for purposes of attributing the amount attributable to the Replacement SERP: (1) final average compensation for purposes of the Replacement SERP shall include the actual Annual Base Salary and bonuses paid by the Company to the Executive and, to the extent needed to obtain five years of consecutive annual compensation, the Executive’s actual annual base salary and bonuses paid by The Coca-Cola Company prior to the Executive’s retirement; (2) the Executive shall be fully vested at all times in the Replacement SERP benefit; (3) in the event that the Executive’s employment with the Company terminates prior to the third anniversary of the Effective Date, the Executive shall be credited with a minimum of three (3) years of benefit accruals under the Replacement SERP; and (4) the Executive’s service with The Coca-Cola Company under such plans shall be credited as service under the Replacement SERP and any benefits to which the Executive becomes entitled under the Replacement SERP shall be offset by benefits received by the Executive under The Coca-Cola Company Employee Retirement Plan and Supplemental Benefit Plan — Pension.

Replacement SERP. The Company shall also continue the establish a supplemental executive retirement plan for the benefit of the Executive (and his surviving spouse in the event of the Executive’s death) that duplicates the rights and benefits the Executive would have been entitled to under The Coca-Cola Company Employee Retirement Plan and The Coca-Cola Company Supplemental Benefit Plan — – Pension, as in effect on the date hereof, had his employment with The Coca-Cola Company continued until the Executive’s retirement or other termination of employment with the Company (the “Replacement SERP”) and which shall be subject to the following terms for purposes of attributing the amount attributable to the Replacement SERP: (1A) final average compensation for purposes of the Replacement SERP shall include the actual Annual Base Salary and bonuses paid by the Company to the Executive and, to the extent needed to obtain five years of consecutive annual compensation, the Executive’s actual annual base salary and bonuses paid by The Coca-Cola Company prior to the Executive’s retirement; (2B) the Executive shall be fully vested at all times in the Replacement SERP benefit; (3C) in the event that the Executive’s employment with the Company terminates prior to the third anniversary of the Effective Date, the Executive shall be credited with a minimum of three (3) years of benefit accruals under the Replacement SERP; and (4D) the Executive’s service with The Coca-Cola Company under such plans shall be credited as service under the Replacement SERP and any benefits to which the Executive becomes entitled under the Replacement SERP shall be offset by benefits received by the Executive under The Coca-Cola Company Employee Retirement Plan and Supplemental Benefit Plan — Pension.

Replacement SERP. The Company shall also continue the establish a supplemental executive retirement plan for the benefit of the Executive (and his surviving spouse in the event of the Executive’s death) that duplicates the rights and benefits the Executive would have been entitled to under The Employee Retirement Plan of The Coca-Cola Company Employee Retirement Plan Company, as in effect on August 25, 2006, and The Coca-Cola Company Supplemental Benefit Plan — PensionPension Plan, as in effect on April 25, 2008 (collectively, the date hereof“Coca-Cola Plans”), had his employment with The Coca-Cola Company continued until the Executive’s retirement or other termination of employment with the Company (the “Replacement SERP”) and which shall be subject to the following terms for purposes of attributing the amount attributable to the Replacement SERP: (1A) final average compensation for purposes of the Replacement SERP shall include the actual Annual Base Salary and bonuses paid by the Company to the Executive and, to the extent needed to obtain five years of consecutive annual compensation, the Executive’s actual annual base salary and bonuses paid by The Coca-Cola Company prior to the Executive’s retirementretirement from The Coca-Cola Company; (2B) the Executive shall be fully vested at all times in the Replacement SERP benefit; (3) in the event that the Executive’s employment with the Company terminates prior to the third anniversary of the Effective Date, the Executive shall be credited with a minimum of three (3) years of benefit accruals under the Replacement SERP; and (4C) the Executive’s service with The Coca-Cola Company under such plans shall be credited as service under the Replacement SERP and any benefits to which the Executive becomes entitled under the Replacement SERP shall be offset by benefits received by the Executive under The the Coca-Cola Company Employee Retirement Plan and Supplemental Benefit Plan — PensionPlans.