{"url_path":"/sec/ko/8-k/2026-06-25/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/21344/0001552781-26-000366-index.html","accession_number":"0001552781-26-000366","cik":"0000021344","ticker":"KO","issuer_name":"COCA COLA CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/21344/0001552781-26-000366-index.html","primary_entity_key":"0000021344","primary_entity_name":"COCA COLA CO"},"word_count":5703,"has_tables":true,"body_markdown":"EX-10.1\n2\ne26287_ex10-1.htm\n\n**Exhibit 10.1**\n\nJune\n24, 2026\n\nJennifer\nMann\n\nDear\nJennifer,\n\nWe thank you very much for all your\ncontributions to the Coca-Cola system. This letter outlines the terms of your separation. All applicable elements of your separation\npackage will be paid under the terms of the relevant policies and plans of The Coca-Cola Company (the “Company”).\n\n1.As\nwe discussed, you will step down from your current role as Executive Vice President and\nPresident, North America OU effective July 31, 2026. Beginning August 1, 2026, you will\ncontinue with the Company as a senior advisor through April 30, 2027. In this role,\nyou will continue to work your normal schedule and assist with the transition of your\nresponsibilities and related work as necessary and will separate from the Company on\nApril 30, 2027 (“Separation Date”).\n\n2.If\nyou sign the release referenced below, you will be eligible for a benefit under The Coca-Cola\nCompany Severance Pay Plan equivalent to two years of base salary, based on your current\nannual salary. This amount will be paid in a lump sum shortly after your Separation\nDate. This amount is subject to all applicable tax and withholdings.\n\n3.If\nyou remain employed through December 31, 2026, you will be eligible for an annual incentive\naward for 2026. The actual payment amount is contingent upon actual Company performance\nand your performance. Any award will be paid on or about March 15, 2027. Your participation\nand any award made to you shall be determined by the Talent and Compensation Committee.\nYou will not be eligible for an annual incentive award for 2027.\n\n4.All\nperformance share unit (PSU) awards which you previously have received will be treated\naccording to the terms of the Company’s applicable restricted stock plans and programs\nas well as your related PSU Agreements. Upon receipt of any award, the Company will apply\nwithholding tax as required by law and you will be personally liable for paying any taxes\nowed.\n\n5.All\noptions you previously have received will be exercisable according to the terms of the\nCompany’s applicable stock option plans and programs as well as your related Stock\nOption Grant Agreements. When you exercise your vested stock options, the Company will\napply withholding tax as required by law and you will be personally liable for paying\nany taxes owed on such exercises.\n\n6.You\nwill not receive any additional equity grants.\n\n7.Your\nbase salary will remain at the current rate until your Separation Date. You will not\nreceive future increases.\n\n8.Your\nretirement benefits will consist of those benefits you have accrued under the standard\nterms and conditions of the plans in which you participate and in which benefits are\nvested as of your Separation Date.\n\n9.The\nCompany will provide at its expense outplacement services through a designated services\nprovider.\n\nClassified - Confidential\n\nJennifer Mann\n\nJune 24, 2026\n\nPage 2\n\n10.The\nterms and conditions in this letter are further conditioned upon your signing and adhering\nto the Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality.\nA copy of the release is provided to you in advance for review; however, you will be\nrequired to sign the release at or immediately prior to your Separation Date. Additionally,\nyou must sign and return this letter within 21 days of the date of this letter.\n\nPlease contact the Advanced Care\nteam should you have any additional questions regarding the terms of this letter or the terms of any of the benefit plans.\n\nSincerely,\n\n/s/ Henrique Braun\n\nHenrique Braun\n\nChief Executive Officer\n\nAgreed to and accepted on June 25, 2026.\n\n/s/ Jennifer Mann\n\nJennifer Mann\n\ncc:\nMargie Lewis\n\nAdvanced Care / Executive Services\n\nClassified - Confidential\n\n**FULL AND COMPLETE\nRELEASE**\n\n**AND AGREEMENT**\n\n**ON TRADE SECRETS\nAND CONFIDENTIALITY**\n\n** **\n\n**1. Release.**In consideration of the lump sum payment of benefits under The Coca-Cola Company Severance Pay Plan (the “Severance\nPlan”), special rights under the long term incentive and equity programs of The Coca-Cola Company (“TCCC”) (“LTI\nPrograms”), and other good and valuable consideration, I, for myself and my heirs, executors, administrators and assigns,\ndo hereby knowingly, voluntarily and unconditionally release, hold harmless and forever discharge The Coca-Cola Company (“TCCC”)\nand its subsidiaries, affiliates, joint ventures, joint venture partners,****and benefit plans (collectively with TCCC referred\nto herein as the “Company”), and their respective current and former directors, officers, administrators, trustees,\nemployees, agents, and other representatives, (collectively with the Company, referred to herein as “Releasees”) from\nall debts, claims, actions, causes of action (including without limitation claims arising from or in connection with my employment,\npay, bonuses, vacation or any other benefits, and/or other terms and conditions of employment or employment practices of Company;\nclaims arising out of or relating to the termination of my employment with the Company or the surrounding circumstances thereof;\nand any causes of action that I may have under the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C.\n§ 1001 et seq.; the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101\net seq.; and those federal, state, local, and foreign laws prohibiting employment discrimination based on age, sex,\nrace, color, national origin, religion, disability, veteran or marital status, sexual orientation, or any other protected trait\nor characteristic, or retaliation for engaging in any protected activity, including without limitation the Age Discrimination\nin Employment Act of 1967, 29 U.S.C. § 621 et seq. (“ADEA”), as amended by the Older\nWorkers Benefit Protection Act, P.L. 101-433; the Equal Pay Act of 1963, 9 U.S.C.§ 206, et seq.;\nTitle VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.; the Civil\nRights Act of 1866, 42 U.S.C. § 1981; the Civil Rights Act of 1991, 42 U.S.C. § 1981a; the Americans\nwith Disabilities Act, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, 29 U.S.C.\n§ 791 et seq.; the Family Medical Leave Act; and comparable state, local, and foreign causes of action,\nwhether statutory or common law, including but not limited to all claims related to wrongful discharge, negligence, defamation,\ntort and contract), suits, dues, sums of money, accounts, reckonings, covenants, contracts, claims for costs or attorneys’\nfees, controversies, agreements, promises, and all liabilities of any kind or nature whatsoever, at law, in equity, or otherwise,\nKNOWN OR UNKNOWN, fixed or contingent, which I (or my heirs, executors, administrators and assigns) ever had, now have, or may\nhave based on facts or events that occur on or prior to the date that I execute this Full and Complete Release and Agreement on\nTrade Secrets and Confidentiality (“Agreement”).\n\nFurther,\nI expressly waive any and all rights that I have under any state or local statute, executive order, regulation, common law and/or\npublic policy relating to known and unknown claims based on facts or events occurring on or prior to the date that I execute this\nAgreement, including but not limited to the New Jersey Conscientious Employee Protection Act (N.J. Sta. Ann. 34:19-1, et seq.);\nthe New Jersey Law Against Discrimination (N.J. Stat. Ann. 10:5-1, et seq.); the New Jersey Family Leave Act; the New Jersey Wage\nPayment Law; Massachusetts Fair Employment Practices Act (Mass. G.L. 151B); West Virginia Human Rights Act1; South\nDakota Codified Laws Section 20-7-11; North Dakota Century Code Section 9-13-02; and Section 1542 of the California Civil Code,\nthe latter of which reads as follows: “**A general release does not extend to claims which the creditor does not know or\nsuspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected\nhis or her settlement with the debtor**.” I understand that I am referred to in this statute as the “creditor”\nand the Company or other Releasees are referred to as the “debtor.” I consciously intend these consequences even as\nto claims for damages that may exist as of the date I execute this Agreement that I do not know exist, and which, if known, would\nmaterially affect my decision to execute this Agreement, regardless of whether the lack of knowledge is the result of ignorance,\noversight, error, negligence or any other cause.\n\n1\nI acknowledge that I have been provided the toll-free number of the West Virginia State Bar Association (1-800-642-3617).\n\nClassified - Confidential\n\nI\nfully understand and agree that:\n\na.This\nAgreement is in exchange for the payment of benefits under the Severance Plan, special\nrights under the LTI Programs, and other good and valuable consideration to which I would\notherwise not be entitled;\n\nb.The\nCompany’s obligation to pay and my right to receive the severance payment and special\nrights under the LTI Programs is subject to and conditioned upon my compliance with the\ncovenants set forth in Sections 2 through 7 of this Agreement. In the event I breach\nany such covenant, the Company’s obligation to pay and my right to receive the\nseverance payment and special rights under the LTI Programs will automatically terminate\nand I shall immediately repay to the Company ninety percent (90%) of any amounts previously\npaid to me (with the remaining 10% serving as consideration for the release of claims\nset forth in Section 1 of this Agreement), in each case without limiting my obligations\nunder this Agreement or the Company’s other rights and remedies available at law\nor in equity.\n\nc.I\nam hereby advised to consult with an attorney before signing this Agreement;\n\nd.To\nthe extent required by the Older Workers Benefit Protection Act, I have been informed\nas to any class, unit, or group of individuals covered by this group termination program,\nany eligibility factors and time limits applicable to this group termination program,\nthe job titles and ages of all individuals covered by this group termination program,\nand the job titles and ages of all individuals in the job classification or organizational\nunit who are not eligible or selected for the group termination program;\n\ne.I\nhave 21 days from my receipt of this Agreement****within which to consider whether\nto sign it. I may choose to sign this Agreement before the expiration of the 21-day consideration\nperiod, and if I choose to do so, I understand that I do so voluntarily. I agree that\nchanges to this Agreement, whether material or immaterial, will not start the consideration\nperiod;\n\nf.I\nhave seven days following my signature of this Agreement to revoke the Agreement;\n\ng.This\nAgreement shall not become effective or enforceable until the revocation period of seven\ndays has expired.\n\nIf\nI choose to revoke this Agreement, I must do so by notifying the Company in writing within the applicable revocation period. This\nnotification must be mailed either first class or certified mail to The Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia\n30313, with a copy to TransitionKO@coca-cola.com**.**\n\n** **\n\nNotwithstanding\nany other provision or paragraph of this Agreement, I understand that by signing this Agreement I do not hereby waive any\nrights or claims: (i) for unemployment or workers’ compensation, (ii) that arise after I sign this Agreement, or (iii) for\nwhich private waivers or releases are prohibited by applicable law. In addition, I understand that nothing in this Agreement shall\nbe construed to prevent me from filing or participating in a charge of discrimination filed with the Equal Employment Opportunity\nCommission (“EEOC”) or any similar state or local agency, or a charge with the National Labor Relations Board (“NLRB”)\nor any other governmental agency. I further understand that this Paragraph 1 is not intended to restrict or limit in any way the\nProtected Rights set forth below in Paragraph 7 of this Agreement. However, by signing this Agreement, I waive the right to recover\nany monetary damages for any alleged injury personally suffered by me, individual relief, or attorneys’ fees from the Company\nor the Releasees in any claim, charge, or lawsuit filed by me or any other person or entity. If there is any claim for loss of\nconsortium, or any other similar claim, arising out of or related to my employment or separation of employment with the Company,\nI will indemnify and hold Releasees harmless from any liability, including costs and expenses (as well as reasonable attorneys’\nfees) incurred by the Releasees as a result of any such claim. I acknowledge and represent that: (i) I received all compensation\ndue to me as a result of services performed for the Company with receipt of my final paycheck; (ii) I have reported to the Company\nany and all work-related injuries incurred by me during my employment by the Company; (iii) I have not engaged in any act or omission\nin violation of the Company’s Code of Business Conduct (the “COBC”); (iv) I am not aware of any act, failure\nto act, practice, policy, or activity that I believe may violate the COBC; and (v) I have reported to the Company any actual or\nsuspected Code violations. I additionally understand and agree that this Agreement is not and shall not be construed to be an\nadmission of liability of any kind on the part any of the Releasees.\n\nClassified - Confidential\n\n**2.** **Future\nCooperation.**I covenant and agree that I shall, to the extent reasonably requested in writing, cooperate with and serve\nin any capacity requested by the Company in any investigation and/or threatened or pending litigation (now or in the future) in\nwhich the Company is a party, and regarding which I, by virtue of my employment with the Company, have knowledge or information\nrelevant to said litigation, including, but not limited to (i) meeting with representatives of the Company to provide truthful\ninformation regarding my knowledge, (ii) acting as the Company’s representative, and (iii) providing, in any jurisdiction\nin which the Company requests, truthful testimony relevant to said litigation, provided the Company pays me reasonable compensation\nand reimburses me for reasonable expenses incurred in connection with such cooperation. I understand that this Paragraph 2 is\nnot intended to restrict or limit in any way the Protected Rights set forth in Paragraph 7 of this Agreement.\n\n**3.** **Trade\nSecrets and Confidential Information.**I covenant and agree that I have held and shall continue to hold in confidence all\nTrade Secrets of the Company that came into my knowledge during my employment by the Company and shall not disclose, publish,\nor make use of at any time such Trade Secrets for as long as the information remains a Trade Secret. “Trade Secrets”\nmeans data or other information relating to the business of the Company protectable as a trade secret under applicable law, including,\nwithout limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program,\na device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or\npotential customers, vendors, or suppliers which is not commonly known by or available to the public and which information (1)\nderives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper\nmeans by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of efforts that are reasonable\nunder the circumstances to maintain its secrecy. For purposes of this Agreement, the term Trade Secret does not include any data\nor information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been\nmade by me without authorization) or that has been independently developed and disclosed by others or that otherwise enters the\npublic domain through lawful means. I also covenant and agree that I will hold in confidence all Confidential Information of the\nCompany that came into my knowledge during my employment by the Company and will not disclose, publish, or make use of such Confidential\nInformation for as long as the information remains Confidential Information or the maximum period allowed under applicable law,\nwhichever is longer. “Confidential Information” means data or other information relating to the business of the Company\nthat is or has been disclosed to me or of which I became aware as a consequence of or through my relationship with the Company\nand which has value to the Company, and is not generally known to the Company’s competitors, including but not limited to\nmethods of operation, names of customers, vendors, or suppliers, price lists, financial information and projections, route books,\nconfidential employee records, documents, or data acquired by the Company, and similar information. Confidential Information does\nnot include any data or information that has been voluntarily disclosed to the public by the Company (except where such public\ndisclosure has been made by me without authorization) or that has been independently developed and disclosed by others, or that\notherwise enters the public domain through lawful means. I understand that this Paragraph 3 is not intended to restrict or limit\nin any way the Protected Rights set forth in Paragraph 7 of this Agreement.\n\n**4. Return\nof Materials.** I further covenant and agree that I have or shall promptly deliver to the Company all memoranda, notes,\nrecords, manuals, or other documents, including all copies of such materials and all documentation prepared or produced in connection\ntherewith, containing Trade Secrets or Confidential Information regarding the Company’s business, whether made or compiled\nby me or furnished to me by virtue of my employment with the Company. I shall promptly deliver to the Company all vehicles, computers,\ncredit cards, telephones, handheld electronic devices, office equipment, and other property furnished to me by virtue of my employment\nwith the Company.\n\n**5. No\nPublicity.**I will not publish any opinion, fact, or material, deliver any lecture or address, participate in the making\nof any film, radio broadcast, or television transmission, or communicate with any representative of the media relating to the\nbusiness or affairs of the Company. I understand that nothing in this Agreement: (1) is intended in any way to restrict or limit\nthe Protected Rights set forth in Paragraph 7 of this Agreement or to intimidate, coerce, deter, persuade, or compensate me with\nrespect to providing, withholding, or restricting any communication whatsoever to the extent prohibited by law; (2) shall prevent\nme from filing an administrative charge with the EEOC or participating in an investigation or proceeding by the EEOC or any other\ngovernmental agency; or (3) shall prevent me from providing testimony or evidence if I am subpoenaed or ordered by a court or\nother governmental authority to do so.\n\n**6.** **Non-Disparagement.**I agree that I will not make any statement, written or verbal, in any forum or media or take any action in disparagement of\nthe Company, including but not limited to negative references to the Company or its products, services, corporate policies, or\ncurrent or former officers or employees, customers, suppliers, or business partners or associates. I understand that this Paragraph\n6 is not intended to restrict or limit in any way the Protected Rights set forth in Paragraph 7 of this Agreement.\n\nClassified - Confidential\n\n**7. Protected\nRights.** I understand that nothing in this Agreement is intended to limit my ability to make disclosures to, file a charge\nor complaint, or initiate or participate in communications, investigations, or proceedings with, the EEOC, the NLRB, the Occupational\nSafety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency\nor commission (“Government Agencies”). I further understand that nothing in this Agreement is intended to limit or\ninfringe on my rights under the National Labor Relations Act (NLRA) to bargain collectively or to exercise my rights under the\nNLRA to discuss, communicate, engage in concerted activity, or assist regarding workplace issues, labor disputes, unfair labor\npractices, working conditions, or other terms and conditions of employment. I further understand that I do not need to notify\nthe Company or seek the Company’s prior authorization before making such disclosures or engaging in such communications\nor activity.\n\n**8.** **Inventions,\nDiscoveries and Authorship.**I agree to and do hereby assign to the Company, without charge, all my rights, title, and\ninterest in and to any and all inventions and discoveries that I have made or may make, solely or jointly with others, while in\nthe employ of the Company, that (a) relate to or are useful to or may be useful in connection with business of the nature, type\nor character carried on or contemplated by the Company, or (b) were or are made using the Company’s equipment, supplies,\nfacilities, or trade secret information and all my rights, title, and interest in and to any and all Patent Properties (as defined\nbelow); and upon request of the Company, whether during or subsequent to my employment with the Company, I will do any and all\nacts and execute and deliver such instruments as may be deemed by the Company necessary or proper to vest all my rights, title,\nand interest in and to said inventions, discoveries, and Patent Properties and to secure or maintain such Patent Properties. For\nthe purpose of this agreement, “Patent Properties” shall mean any and all domestic and foreign (i) applications for\nutility patents, design patents or industrial designs, petty patents, utility models, or Gebrauchsmuster; (ii) as well as any\ndivisions, continuations, or other application claiming the priority of any of the above and covering such inventions and discoveries;\n(iii) any and all utility patents, design patents or industrial designs, petty patents, utility models, or Gebrauchsmuster granted\nfor such inventions and discoveries; and (iv) any and all reissues, extensions and revivals of any of the above. All necessary\nand proper expenses in connection with the foregoing will be borne by the Company, and, if I perform services in connection therewith\nat the Company’s request after termination of my employment with the Company, the Company will pay reasonable compensation\nfor such services. Any inventions and discoveries relating to the Company’s business made or conceived by me within one\nyear after termination of my employment with the Company will be deemed to be within this provision, unless I can prove that such\nconception or invention is not based upon or related to any Confidential Information or Trade Secrets, as defined herein, of which\nI became aware during and pursuant to my employment with the Company. I also assign to the Company, without charge, all my rights,\ntitle, and interest in and to all original works of authorship fixed in any tangible form or medium or expression that have been\nor are prepared by me, solely or jointly with others, within the scope of my employment with the Company. In addition, the Company\nand I hereby agree that any such original work of authorship that qualifies as a “work made for hire” under the U.S.\ncopyright laws will be a “work made for hire” and will be owned by the Company as to contract formation, interpretation\nand construction issues, and by the federal patent and copyright laws of the United States as to potential copyright issues.\n\n**9. Non-Competition\nand Non-Solicitation.**I agree that for two years after my employment with the Company ends for any reason whatsoever,\nI will not, directly or indirectly, except with the prior written consent of the Company: (a) enter into or maintain an employment,\ncontractual, or other relationship to perform the Prohibited Activities (as defined below) in the Territory (as defined below)\nfor or on behalf of any person or business entity that competes with the Business of the Company (as defined below); (b) enter\ninto or maintain an employment, contractual, or other relationship to perform the Prohibited Activities (as defined below) in\nany geographic area in which the Company did business during my employment, for or on behalf of any Customer (as defined below)\nof the Company with whom I had material contact during the last two years of my employment with the Company; (c) enter into or\nmaintain an employment, contractual, or other relationship to perform the Prohibited Activities (as defined below) in any geographic\narea that the Company did business during my employment, for or on behalf of any company listed in Attachment B to this Agreement;\n(d) solicit or encourage, or attempt to solicit or encourage, directly or by assisting others, any Customer to do business with\nany person or entity that competes with the business of the Company for purposes of providing services or products that are competitive\nwith those provided by the Company, whether or not the relationship between the Company and such Customer was originally established\nin whole or in part through my efforts, if the Customer solicited is one with which I had material contact on the Company’s\nbehalf during the last two years of my employment with the Company; and/or (e) solicit or encourage, or attempt to solicit or\nencourage, any person who is an employee of the Company, or who was an employee of the Company at any time during the six-month\nperiod immediately preceding the termination of my employment with the Company, and with whom I had contact during the last two\nyears of my employment with the Company, to terminate his or her employment with the Company or to accept employment with any\nother person or entity.\n\nClassified - Confidential\n\n**10. Definitions.**For purposes of this Agreement\n\n(a)products\nor services will be considered competitive with those provided by the Company if the\nproducts or services are flavored alcoholic beverages or non-alcoholic beverages, beverage\nenhancers and related services of the type conducted, authorized, offered or provided\nby the Company within two years prior to the termination of my employment,\n\n(b)the “Territory”\nwill be defined as the geography described on Attachment A to this Agreement,\n\n(c)the\nBusiness of the Company will be the development, production, marketing, sale and distribution\nof flavored alcoholic beverages, non-alcoholic beverages, beverage enhancers and related\nservices or similar activities conducted, authorized, offered or provided by the Company\nwithin two years before the termination of my employment,\n\n(d)the\n“Prohibited Activities” will be providing executive, management, sales, operations,\nmanufacturing, marketing or research and development services of the type I conducted,\nprovided or performed on behalf of the Company within two years prior to the termination\nof my employment.\n\n(e)“Customer”\nmeans anyone who is or was a customer of the Company during my employment with the Company,\nor is a prospective customer of the Company to whom the Company has made a presentation\n(or similar offering of services) within the one-year period immediately preceding the\ntermination of my employment with the Company.\n\n**11. Governing\nLaw; Forum.** I hereby agree that this Agreement, and the rights and obligations established herein, shall be governed and\nconstrued in accordance with the laws of the State of Georgia, irrespective of its choice-of-law rules; provided, however, that\nSection 9 of this Agreement (Inventions, Discoveries and Authorship) is to be governed by and interpreted in accordance with the\npatent and copyright laws of the United States. I further agree that any litigation regarding this Agreement or the claims released\nherein that is not subject to the arbitration provisions set forth in Paragraph 12 of this Agreement shall be conducted in a court\nof competent jurisdiction in the State of Georgia, and I hereby irrevocably consent to the jurisdiction of such courts.\n\n**12. Arbitration\nand Class Action Waiver.**I understand and agree that, in the event there is any dispute or claim arising out of or relating\nto this Agreement or the release of claims set forth in Paragraph 1 of this Agreement (the “Release”), my employment\nby the Company, my promises or duties owed to the Company or the Company’s promises or duties owed to me, including, without\nlimitation, a dispute about the validity, enforceability, or coverage of the Release or the assertion of a claim covered by the\nRelease, all such disputes or claims will be resolved exclusively through a final and binding arbitration on an individual basis\nonly, and not in any form of class, collective, or private attorney general representative proceeding (“Class Action Waiver”).\nNotwithstanding the foregoing, this Paragraph 12 shall not apply to any request for injunctive relief arising out of or relating\nto Paragraph 3 of this Agreement (Trade Secrets and Confidential Information), Paragraph 8 of this Agreement (Inventions, Discoveries\nand Authorship), and/or Paragraph 9 of this Agreement (Non-Competition and Non-Solicitation). This binding arbitration provision\nis governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) and is not intended to cover claims that cannot by\ncontrolling law be required to be arbitrated, nor does it prevent the filing of a complaint with a governmental administrative\nagency to the extent such complaints are permitted notwithstanding an agreement to arbitrate. Such complaints include, without\nlimitation, those filed with the National Labor Relations Board, Equal Employment Opportunity Commission, and/or the U.S. Department\nof Labor. I understand and agree that any arbitration proceeding initiated under this agreement will be governed by the American\nArbitration Association’s Employment Arbitration Rules and Mediation Procedures (“AAA Employment Rules”), and\nthat no other rules or procedures (including AAA’s Supplementary Rules for Class Arbitrations) are to be applied to any\nsuch proceeding. The AAA Employment Rules, which include an explanation of the process for commencing an arbitration and\nother rules governing an arbitration, may be found at the AAA’s web site, www.adr.org, or by searching for “AAA employment\narbitration rules” using an internet search engine such as Google.com. In all cases where required by law, the Company\nwill pay the AAA administrative fees, as well as the Arbitrator’s fees and expenses. I understand and agree that I\nam responsible to pay my own legal fees and expenses associated with any arbitration proceeding, subject to the Arbitrator’s\nauthority to award attorney fees, costs or other remedies in accordance with applicable law. A party may apply to\na court of competent jurisdiction (i.e., a state court or the United States District Court for the District in which the facility\nlocation to which I was last assigned by the Company is located) for temporary or preliminary injunctive relief in connection\nwith an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered\nineffectual without such provisional relief. Notwithstanding any other clause contained in this Agreement or the AAA Employment\nRules, any claim that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable\nmay be determined only by a court of competent jurisdiction and not by an arbitrator. All other issues raised by the dispute\nbetween the Company and myself, including without limitation a request for permanent injunctive relief and enforceability of the\nAgreement, shall be determined by the arbitrator. I understand that this Paragraph 12 is not intended to restrict or limit in\nany way the Protected Rights set forth in Paragraph 7 of this Agreement.\n\nClassified - Confidential\n\n**13.** **General\nProvisions.**(i) Entire Agreement**.**This Agreement is the complete understanding between me and the Company\nin respect of the subject matter of this Agreement and supersedes all prior agreements relating to the same subject matter to\nthe extent, and only to the extent, this Agreement is inconsistent with the provisions of such prior agreements. I expressly agree\nthat the provisions of any agreement I have previously signed regarding assignment to the Company of all rights in and to certain\ninventions, discoveries, and original works of authorship relates to a different subject matter, and the provisions of that agreement\nshall remain enforceable according to its terms and shall not be subject to Section 9 of this Agreement (Arbitration). By signing\nthis Agreement, I acknowledge and affirm that I have not relied upon any representations, promises or agreements of any kind except\nthose set forth herein. (ii) Severability. In the event that any provision of this Agreement should be held to be invalid\nor unenforceable, each and every other provision of this Agreement shall remain in full force and effect. Further, if any provision\nof this Agreement is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Agreement\nto be upheld and enforced to the maximum extent permitted by law. (iii) Successors and Assigns.****This Agreement inures\nto the benefit of the Company and its successors and assigns. (iv) Amendment/Waiver.****No amendment, modification\nor discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties\nhereto.\n\n**14.** **Acknowledgment.**I hereby acknowledge and affirm that I have read this Agreement carefully, that I have had a full and reasonable opportunity\nto consider this Agreement, and that I have not been pressured or in any way coerced, threatened, or intimidated into its execution.\nI understand that it is my right to have this Agreement reviewed by an attorney of my choosing, and I have been encouraged to\ndo so by the Company. By knowingly and voluntarily signing this Agreement below, I acknowledge and affirm that I fully understand\neach of this Agreement’s terms and conditions, and that I intend to abide by them in every respect.\n\n*By typing your name below, you\nare (a) certifying that the Full and Complete Release and Agreement on Trade Secrets and Confidentiality, above, is correct; and\n(b) agreeing that your typed name is your electronic signature and to use an electronic signature to acknowledge the correctness\nof the Certification. Your electronic signature is as legally binding as an ink signature.*\n\nNOT APPLICALBE. DOCUMENT PROVIDED AS REFERENCE ONLY.\n\nSignature\n\nNOT APPLICALBE\n\nPrinted Name\n\nDate:\nNOT APPLICABLE\n\nClassified - Confidential\n\n**ATTACHMENT\nA**\n\n1. The following States of the\nUnited States.\n\nAlabama, Alaska, Arizona, Arkansas,\nCalifornia, Colorado, Connecticut , Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,\nMaine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey,\nNew Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South\nDakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming.\n\n2. The following Territories of\nthe United States.\n\nAmerican Samoa, District of Columbia,\nFederated States of Micronesia, Guam, Midway Islands, Northern Mariana Islands, Puerto Rico, Republic of Palau, Republic of the\nMarshall Islands, U.S. Virgin Islands,\n\n3. Canada\n\nClassified - Confidential\n\n**ATTACHMENT\nB**\n\n**(Competitors\nfor purposes of Section 9(c))**\n\n1.Prohibited Competitors.\n\nA.PepsiCo., Inc.,\n\nNestlé\n\nDr. Pepper Snapple Group,\nInc.\n\nGroupe Danone\n\nKraft Foods Inc.\n\nUnilever\n\nCott Corporation / Primo\nBrands\n\nStarbucks\n\nClassified - Confidential"}