{"id":39033,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-coca-cola-co-and-steven-j-heyer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-coca-cola-co-and-steven-j-heyer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-coca-cola-co-and-steven-j-heyer.html","title":{"rendered":"Employment Agreement &#8211; Coca-Cola Co. and Steven J. Heyer"},"content":{"rendered":"<pre>\n                              THE COCA-COLA COMPANY\n                                 Coca-Cola Plaza\n                                Atlanta, Georgia\n\nADDRESS REPLY TO\nP.O. Drawer 1734\nAtlanta, GA  30301\n-----\n404-676-2122\n\n\n                                  March 2, 2001\n\n\n\nVIA HAND DELIVERY\n\nMr. Steven J. Heyer\n3565 Tuxedo Avenue, N.W.\nAtlanta, GA 30305\n\nDear Steve:\n\nIt is my pleasure to extend to you an offer of employment with The\nCoca-Cola Company (the \"Company\") upon the terms set forth in the \nattached term sheet. This offer will remain open for your acceptance \nuntil 6:00 p.m. (E.S.T.) April 1, 2001, and anticipates your becoming \nan employee by April 18 , 2001. Please signify your acceptance of such \nemployment by signing as indicated below. This letter agreement may be \nexecuted in counterparts.\n\n\n\/s\/ DOUGLAS N. DAFT\n--------------------------------------\nDouglas N. Daft\nChairman of the Board of Directors and\nChief Executive Officer\n\n\n\n\n\/s\/ STEVEN J. HEYER\n---------------------------\nSteven J. Heyer\n\nDate:   March 22, 2001\n\n\n\n\n\n\n\n\n\n\n                                    Terms of\n                               Employment between\n                        Steven J. Heyer (\"Executive\") and\n                        The Coca-Cola Company (\"Company\")\n                                  March 2, 2001\n\n\n1.   POSITION AND DUTIES; PLACE OF PERFORMANCE: (a) During the Employment Period\n     (as defined  below),  the Executive shall serve as Executive Vice President\n     of the  Company  and  President,  Coca-Cola  Company  Ventures,  subject to\n     election  by the Board of  Directors  of the  Company  (the  \"Board\").  The\n     Executive  shall  report to the  Chairman of the Board and Chief  Executive\n     Officer  of  the  Company  (the  \"Chief  Executive  Officer\").  During  the\n     Employment  Period,  the  Executive  shall  have  those  powers  and duties\n     consistent with his positions and assigned by the Chief Executive  Officer,\n     including, but not limited to leading Company joint venture or acquisition,\n     innovation  and  incubation  activities  and acting as a Coca-Cola  Company\n     member of Boards of Company joint ventures.  Working with the CEO and other\n     executive  officers,  the Executive will also lead and direct the Company's\n     marketing, long range planning and strategy development process. During the\n     Employment  Period,  the  Executive  shall  be a  member  of the  Company's\n     Executive  Committee.  The Executive agrees to devote  substantially all of\n     his working time to the performance of his duties for the Company, provided\n     that  Executive  shall be entitled to serve on  corporate,  charitable  and\n     civic boards to the extent such activities do not materially interfere with\n     the performance of his duties hereunder.  Effective no later than the first\n     regularly-scheduled  Company Board of Directors  meeting which occurs on or\n     after the date of the  commencement  of Executive's  employment,  Executive\n     will be elected, designated or appointed to the foregoing.\n\n2.   EMPLOYMENT PERIOD: The period during which the Executive is employed by the\n     Company  hereunder (the \"Employment  Period\") is anticipated to commence no\n     later than April 18, 2001 (such commencement of employment,  the \"Effective\n     Date\") and shall end on the fifth  anniversary  thereof;  provided however,\n     that commencing on the fourth  anniversary of the Effective Date (each such\n     anniversary,  a \"Renewal Date\"), the Employment Period shall  automatically\n     be extended for one additional year unless, no later than the date which is\n     four months prior to such Renewal Date, the Company or the Executive  shall\n     have given notice not to extend the Employment Period.\n\n                                        2\n\n\n\n\n\n\n3.   ANNUAL  SALARY:  $850,000 for 2001,  subject to increase (but not decrease)\n     thereafter.\n\n4.   ANNUAL INCENTIVE:  So long as the Executive is employed by the Company,  he\n     shall be eligible  to receive  annual cash  incentive  awards (the  \"Annual\n     Incentive\")  pursuant  to and  subject to the terms and  conditions  of the\n     Company's  Annual  Performance  Incentive  Plan  or  Executive  Performance\n     Incentive Plan (or any successor or companion plan). The Executive's Annual\n     Incentive paid in respect of 2001 shall in no event be less than 80% of his\n     target Annual Incentive for such year. The Executive's  Annual Incentive in\n     respect of 2001 and for each year after  2001  shall be  determined  on the\n     basis  of  Company  and  individual  performance  and  shall in no event be\n     targeted  at a  percentage  less than the target  percentage  set for other\n     senior  executive  officers nor shall the target and opportunity for future\n     awards be less than the  initial  target and  opportunity.  In the event of\n     termination of employment for any reason other than a termination for Cause\n     or a  resignation  other than for Good Reason during any  subsequent  bonus\n     year,  a pro rata  portion of the annual  performance  bonus  shall be paid\n     after qualifying Company performance has been certified.\n\n5.   ANNUAL PERFORMANCE LTIP AND EQUITY BASED INCENTIVE COMPENSATION:\n\n     (a)  LONG-TERM  INCENTIVE.  So long as the  Executive  is  employed  by the\n          Company,  he shall be eligible  to receive  long-term  cash  incentive\n          awards  (the  \"Long-Term  Incentive\")  pursuant  to and subject to the\n          terms and conditions of the Company's Long Term Performance  Incentive\n          Plan (or any successor or companion plan).  The target  percentage for\n          the Executive's Long-Term Incentive for each performance period during\n          the  Employment  Period  shall  in no event  be less  than the  target\n          percentage set for senior executive  officers nor shall the target and\n          opportunity  for  future  awards be less than the  initial  target and\n          opportunity.  In the event of termination of employment for any reason\n          other than a  termination  for Cause or a  resignation  other than for\n          Good Reason,  a pro rata portion of the each on-going LTIP award shall\n          be paid after qualifying Company performance has been certified.\n\n     (b)  FUTURE  EQUITY  GRANTS.  At  such  time(s)  during  each  year  of the\n          Employment  Period that the  Compensation  Committee or a subcommittee\n          thereof  approves  annual  stock  option  grants to  senior  executive\n          officers of the Company, and provided that the Executive is then still\n          employed by the Company,  the Chief Executive  Officer shall recommend\n          to the  Compensation  Committee  a grant  for the  Executive  of stock\n          options (and\/or other equity) according to the terms of the applicable\n          plans,  within  an  award  value  range  (based  upon a Black  Scholes\n          valuation)  of  $9  to  $12  million  subject  to  discretion  of  the\n          Compensation  Committee.  It is the Company's expectation that as long\n          as the\n\n\n                                        2\n\n\n\n\n\n\n          performance of the Company and the Executive are within a reasonable \n          range, that awards within this range will be made.\n\n     (c)  All performance and equity based awards and other benefits provided to\n          Executive shall vest, remain  exercisable and\/or become payable upon a\n          change in control as provided in the applicable  plans, the provisions\n          shall be no less favorable to Executive than those applicable to other\n          senior executive officers.\n\n6.   GROUP\/EXECUTIVE BENEFITS: During the Employment Period, the Executive shall\n     be eligible to  participate  in such other  employee  benefit  programs and\n     perquisite  arrangements  as are applicable  generally to employees  and\/or\n     made available to senior  executives of the Company (the \"Benefit  Plans\"),\n     in accordance  with the terms and conditions of such Benefit Plans and on a\n     basis no less favorable than the other senior executive officers,  but with\n     all waiting periods waived to the maximum extent  permitted by such Benefit\n     Plans. Executive will generally have access to a Company plane for business\n     travel and  Executive  and Family will have access to a Company plane on an\n     \"as available\"  basis for other than business  travel,  assuming all planes\n     are not needed for business  purposes,  with  obligation  to reimburse  for\n     personal use based upon first class airfare.\n\n7.   SUPPLEMENTAL PENSION:\n\n     (a)  The  Executive  shall be eligible  for pension  benefits  equal to the\n          amount  that  he  would  have  earned  under  the  Company's  Employee\n          Retirement Plan and Supplemental Retirement Plan (and any successor or\n          companion plans), if the Executive's service had been determined as if\n          he had been in the employ of the  Company  for a number of years equal\n          to the sum of (i) his  actual  number  of  years of  service  with the\n          Company and (ii) ten (10) (the \"Pension Credit\").  Such Pension Credit\n          shall be  reduced  by the  amounts  actually  paid under such plans in\n          accordance  with  their  terms.  The  Company  reserves  the  right to\n          purchase  annuities or such other vehicles as it may determine to fund\n          the Pension Credit and\/or to pay to the Executive,  at the time of the\n          Executive's retirement,  death or Disability, a lump sum payment equal\n          to the  present  value of the  Pension  Credit,  determined  using the\n          interest rate prescribed by the Pension Benefit  Guaranty  Corporation\n          for valuing immediate  annuities for plans terminating in the month in\n          which the Executive's retirement, death or Disability occurs.\n\n     (b)  The Pension Credit shall not be payable under this item 7 if, prior to\n          the fifth  anniversary of the commencement of employment,  Executive's\n          employment  is terminated by the Company for Cause or by the Executive\n          without Good Reason.\n\n                                        3\n\n\n\n\n\n\n8.   HIRING INDUCEMENT; MAKE WHOLE.\n\n     (a)  RESTRICTED STOCK. Executive shall receive a restricted stock award for\n          50,000  shares cliff vesting on the fifth  anniversary  of the date of\n          grant,  subject  to  release  in full in the event of  termination  of\n          employment  for any  reason  other than a  termination  for Cause or a\n          resignation other than for Good Reason.\n\n     (b)  PERFORMANCE  GRANT.  Executive  shall receive a five-year  performance\n          restricted  stock award for 125,000 shares vesting in accordance  with\n          established  performance  criteria.  In the  event of  termination  of\n          employment  for any  reason  other than a  termination  for Cause or a\n          resignation  other  than for Good  Reason,  a pro rata  portion of the\n          performance  restricted  stock  shall  be  released  after  qualifying\n          Company performance has been certified.\n\n     (c)  SIGN-ON.  Executive shall be entitled to receive $1,000,000,  of which\n          $500,000  shall be paid in cash no later than 10  business  days after\n          commencement  of  employment  and the  remainder  shall be paid on the\n          first  anniversary of commencing  employment  (the  \"Deferred  Sign-On\n          Payment\").  In the event of  termination  of employment for any reason\n          other than a  termination  for Cause or a  resignation  other than for\n          Good Reason  prior to payment of the  $1,000,000  in full,  any unpaid\n          amount  shall  be  paid  within  five  (5)   business   days  of  such\n          termination.\n\n\n                                        4\n\n\n\n\n\n\n     (d)  STOCK  OPTIONS.  The Chief  Executive  Officer shall  recommend to the\n          Stock Option Subcommittee of the Board at its first meeting coinciding\n          with or next  following the  Effective  Date that the Company grant to\n          the Executive a stock option (the \"Option\"), pursuant to the Company's\n          1999  Stock  Option  Plan,  to  purchase  a number  of  shares  of the\n          Company's  common stock,  par value $0.25 per share  (\"Common  Stock\")\n          having a Black-Scholes  value equal to 1) the  Black-Scholes  value of\n          the unvested  options to acquire  shares of the  Executive's  employer\n          (the \"Current  Employer\") held by the Executive on the date hereof and\n          2) the value of lost LTIP  participation at his former  employer.  The\n          Black-Scholes  value  of the  Option  shall  be  calculated  as of the\n          Effective Date using the same methodology and assumptions  utilized by\n          the Company in valuing  annual  grants to all  employees in 2000.  The\n          Black-Scholes  value of the  options to acquire  shares of the current\n          employer  held by the Executive on the date hereof shall be calculated\n          as of the Effective  Date using the same  methodology  (including  the\n          methodology used to determine  assumptions) utilized by the Company in\n          valuing  annual  grants  to  employees  in  2000.  Any   Black-Scholes\n          calculation  made pursuant to this Agreement shall be delivered to the\n          Executive  reasonably  in advance of the date of grant of the  Option.\n          The Option grant shall be reflected in an option agreement which shall\n          include the terms of the Company's  standard form of option  agreement\n          as in effect on the date of grant of the Option.\n\n9.   TERMINATION  FOR CAUSE OR BY EXECUTIVE  OTHER THAN FOR GOOD REASON.  If the\n     Executive's  employment hereunder is terminated by the Company for Cause or\n     by the Executive  other than for Good Reason,  then the Option shall become\n     fully vested and  exercisable for a period of six months in accordance with\n     the  applicable  plans and individual  agreements  and; other option awards\n     that are vested upon the  termination  date will remain  exercisable  for a\n     period of six months, as provided by the plan and applicable agreements.\n\n10.  TERMINATION  BY THE COMPANY  OTHER THAN FOR CAUSE OR  DISABILITY  OR BY THE\n     EXECUTIVE  FOR GOOD REASON.:  If the  Executive's  employment  hereunder is\n     terminated by the Company  other than for Cause or  disability  (as defined\n     under the Company's long-term disability plan) or by the Executive for Good\n     Reason, then:\n\n          (i)  the Company shall pay the Executive an Annual  Incentive  payment\n               determined, prorated and paid in accordance with the terms of the\n               applicable plan(s);\n\n          (ii) the Company shall pay to the  Executive,  as soon as  practicable\n               but no later than 30 days  following the Date of  Termination,  a\n               lump sum amount equal to (A) any unpaid Deferred  Sign-On Payment\n               plus (B)\n\n                                        5\n\n\n\n\n\n\n               three times the sum of (1) the  Executive's  then-current Base \n               Salary  and (2) the  average of the Annual  Incentives  paid or \n               payable to the Executive for the three calendar years immediately\n               preceeding the year in  which the Date of Termination occurs, or\n               such lesser period  during which the  Executive was employed  by \n               the Company, offset by (C) any severance  paid to the  Executive \n               pursuant to  any  other severance  pay  plan  or program  of the\n               Company.\n\n          (iii)(A) the Option shall become  fully  vested and  exercisable  (and\n               shall remain  exercisable in accordance with the applicable plans\n               and  individual  agreements),  (B) any other  options  to acquire\n               Common Stock  granted to the  Executive  shall become  vested and\n               remain exercisable in accordance with the terms of the applicable\n               plans and individual agreements,  (C) the 50,000 Restricted Stock\n               award shall be released from restriction and (D) other restricted\n               stock awards shall be considered in accordance  with the terms of\n               the applicable plans and individual agreements;\n\n          (iv) the  Company   shall  offer  the   Executive  and  his  qualified\n               dependents  continued  coverage  under  the  Company's  insurance\n               plans,   as  required   by  the   Consolidated   Omnibus   Budget\n               Reconciliation  Act (\"COBRA\"),  at the Company's cost, so long as\n               the Executive or his dependents are eligible for COBRA  coverage;\n               and\n\n          (v)  the  Executive   shall  be  provided  with  the  Pension  Credit,\n               provided,  that for  purposes  thereof the amounts  described  in\n               clause 10(ii) above shall be deemed paid under a severance policy\n               and thereby taken into account in determining  Executive's  final\n               average compensation.\n\n11.  MITIGATION:  The  Executive  shall not be required to mitigate  any amounts\n     payable hereunder by seeking other employment or otherwise,  nor shall such\n     payments be reduced on account of any remuneration  earned by the Executive\n     attributable to employment by another employer,  by retirement benefits, by\n     offset  against  any  amount  claimed  to be owed by the  Executive  to the\n     Company (other than any amounts owed by the Executive under Company benefit\n     plans and  agreements  and any  expenses  incurred  by the  Company  on the\n     Executive's behalf and at the Executive's request) or otherwise.\n\n                                        6\n\n\n\n\n\n\n12.  TERMINATION BY EXECUTIVE:  Executive may, by at least 30 days prior written\n     notice,  voluntarily terminate this agreement without liability at any time\n     without Good Reason.\n\n13.  FEES AND EXPENSES:  The Company will pay all  reasonable  legal fees not to\n     exceed  $25,000 and related  expenses  incurred by Executive in  connection\n     with the  negotiation  and  preparation  of the  employment  agreement.  In\n     addition,  the Company shall indemnify and hold harmless the Executive from\n     any reasonable  attorneys  fees,  Executive may incur or be liable for as a\n     result of his resignation  from his former employer to commence  employment\n     with the Company.  The Company shall also pay all reasonable attorneys fees\n     and expenses  incurred by Executive in connection  with any dispute between\n     the Company and Executive  regarding the validity or enforceability  of, or\n     liability under this Agreement.\n\n14.  BINDING OF  SUCCESSORS:  The  Company  will cause any  successor  to all or\n     substantially  all of its business  and\/or  assets  expressly to assume and\n     agree to perform Executive's employment agreement in the same manner and to\n     the same extent that the Company is required to perform hereunder.\n\n15.  CAUSE. The Company may terminate the Executive's  employment for Cause. For\n     purposes hereof,  \"Cause\" shall mean (i) the Executive's material breach of\n     this Agreement, (ii) the Executive's gross negligence in the performance or\n     non-performance   of  any  of  his  material  duties  or   responsibilities\n     hereunder,  (iii) the Executive's  dishonesty,  fraud or willful misconduct\n     with  respect to, or willful  disparagement  of, the business or affairs of\n     the  Company,  (iv)  the  Executive's  conviction  of  a  felony,  (v)  the\n     Executive's being absent from work for twenty (20) consecutive days for any\n     reason other than vacation, approved leave of absence (such approval not to\n     be  unreasonably  withheld) or  disability  or illness  pursuant to Company\n     policy  or  law.  No act or  failure  to act  by  the  Executive  shall  be\n     considered  Cause  unless the Company  has given  detailed  written  notice\n     thereof to the Executive  and, where  remedial  action is feasible,  he has\n     failed to remedy the act or omission within twenty (20) business days after\n     receiving such notice.\n\n16.  GOOD REASON.  The Executive may terminate his employment for \"Good Reason\".\n     For this purpose,  \"Good Reason\" shall mean, without  Executive's  consent,\n     (a) the assignment to Executive of any duties  inconsistent in any material\n     respect with Executive's position, authority, duties or responsibilities as\n     contemplated hereunder, or any other action by the Company which results in\n     a  significant   diminution  in  such   position,   authority,   duties  or\n     responsibilities,  excluding any isolated and inadvertent  action not taken\n     in bad faith and which is  remedied  by the  Company  within  ten (10) days\n     after receipt of notice thereof given by Executive; (b) any failure by the\n\n\n                                        7\n\n\n\n\n\n     Company to comply  with  any of  the provisions  of terms  of  Executive's\n     employment other than an isolated and  inadvertent  failure not  committed \n     in  bad faith and  which  is  remedied by the Company  within ten (10) days\n     after  receipt of notice  thereof  given by Executive; (c) Executive being \n     required  to  relocate  to  a  principal  place  of  employment  more  than\n     twenty-five  (25)  miles  from  Executive's  current  principal  place  of \n     employment;  or (d) delivery by the Company of a notice  discontinuing  the\n     automatic  extension feature of the  term of  Executive's employment as set\n     forth in Section 2 hereof. \n\n17.  EXECUTIVE COVENANTS.  (a) During the Employment Period, and for a period of\n     one  year   thereafter,   the  Executive  shall  not,  either  directly  or\n     indirectly,  for himself or on behalf of or in  conjunction  with any other\n     person, company, partnership,  corporation, business, group or other entity\n     (each, a \"Person\"):\n\n     (i)  engage,  as  an  officer,  director,  owner,  partner,  member,  joint\n          venturer,  or  in a  managerial  capacity,  whether  as  an  employee,\n          independent contractor,  consultant,  advisor or sales representative,\n          in any business  engaged in the  manufacture,  sale or distribution of\n          non-alcoholic beverages; or\n\n     (ii) solicit or  attempt to  solicit,  recruit or attempt to  recruit,  any\n          employee,  agent or  contract  worker  of the  Company  with  whom the\n          Executive  had contact  during the course of his  employment  with the\n          Company.\n\n     (b)  For the purposes of this Section,  references  to \"the Company\"  shall\n          mean the Company and its direct and indirect  subsidiaries  and\/or any\n          Company joint ventures or incubators.\n\n     (c)  The  covenants in this Section are  severable  and  separate,  and the\n          unenforceability  of  any  specific  covenant  shall  not  affect  the\n          provisions of any other  covenant.  If any provision of this Section 1\n          relating to the time  period or  geographic  areas of the  restrictive\n          covenants  shall be declared by a court of competent  jurisdiction  to\n          exceed the maximum time period or geographic area, as applicable, that\n          such court deems reasonable and enforceable, then this Agreement shall\n          automatically  be  considered  to have been  amended  and  revised  to\n          reflect such determination.\n\n     (d)  All  of the  covenants  in  this  Section  shall  be  construed  as an\n          agreement  independent of any other provisions in this Agreement,  and\n          the  existence of any claim or cause of action the  Executive may have\n          against  the  Company,   whether   predicated  on  this  Agreement  or\n          otherwise,  shall not  constitute a defense to the  enforcement by the\n          Company of such covenants.\n\n                                        8\n\n\n\n\n\n\n     (e)  The Executive has carefully read and considered the provisions of this\n          Section and, having done so, agrees that the restrictive  covenants in\n          this Section impose a fair and  reasonable  restraint on the Executive\n          and are  reasonably  required to protect the  interests of the Company\n          and  its  officers,  directors,   employees,  and  stockholders.   The\n          Executive  covenants that he will not challenge the  enforceability of\n          this  Section  nor  will  he  raise  any  equitable   defense  to  its\n          enforcement.\n\n18.  TRADE SECRETS AND CONFIDENTIAL INFORMATION\n\n     (a)  For purposes of this  Section,  \"Confidential  Information\"  means any\n          data or information, other than Trade Secrets, that is valuable to the\n          Company and not generally known to the public or to competitors of the\n          Company.  \"Trade Secret\" means information including,  but not limited\n          to, any technical or nontechnical data, formula, pattern,  compilation\n          program, device, method, technique,  drawing, process, financial data,\n          financial plan, product plan, list of actual or potential customers or\n          suppliers or other information similar to any of the foregoing,  which\n          (i)  derives  economic  value,  actual  or  potential,  from not being\n          generally  known to,  and not being  readily  ascertainable  by proper\n          means  by,  other  persons  who can  derive  economic  value  from its\n          disclosure  or use  and  (ii)  is the  subject  of  efforts  that  are\n          reasonable under the circumstances to maintain its secrecy.\n\n     (b)  The  Executive  acknowledges  he  is  employed  by  the  Company  in a\n          confidential  relationship wherein he, in the course of his employment\n          with the  Company,  has  received or will  receive and has had or will\n          have  access to  Confidential  Information  and Trade  Secrets  of the\n          Company, including but not limited to confidential and secret business\n          and marketing plans, strategies and studies,  detailed client\/customer\n          lists  and  information   relating  to  the  operations  and  business\n          requirements of those clients\/customers and accordingly, he is willing\n          to enter into the  covenants  contained  in Sections 17 and 18 of this\n          Agreement in order to provide the Company with what he considers to be\n          reasonable protection for its interest.\n\n     (c)  The  Executive  hereby  agrees that during the  Employment  Period and\n          thereafter, he will hold in confidence all Confidential Information of\n          the Company and its direct or indirect subsidiaries that came into his\n          knowledge during his employment by the Company and shall not disclose,\n          publish or make use of such Confidential Information without the prior\n          written consent of the Company.\n\n\n                                        9\n\n\n\n\n\n\n     (d)  The  Executive  shall  hold in  confidence  all Trade  Secrets  of the\n          Company  and its direct or  indirect  subsidiaries  that came into his\n          knowledge during his employment by the Company and shall not disclose,\n          publish  or make use of at any time after the date  hereof  such Trade\n          Secrets  without the prior written  consent of the Company for as long\n          as the information remains a Trade Secret.\n\n     (e)  Notwithstanding the foregoing, the provisions of this Section will not\n          apply to (i) information  required to be disclosed by the Executive in\n          the  ordinary  course of his  duties  hereunder  or (ii)  Confidential\n          Information that otherwise  becomes generally known in the industry or\n          to the public  through no act of the Executive or any person or entity\n          acting by or on the  Executive's  behalf,  or which is  required to be\n          disclosed by court order or applicable law.\n\n     (f)  The parties agree that the restrictions  stated in this Section 18 are\n          in  addition  to and not in  lieu of  protections  afforded  to  trade\n          secrets  and  confidential  information  under  applicable  state law.\n          Nothing in this  Agreement is intended to or shall be  interpreted  as\n          diminishing or otherwise limiting the Company's right under applicable\n          state law to protect its trade secrets and confidential information.\n\n19.  INVENTIONS.  The  Executive  agrees to promptly  report and disclose to the\n     Company  all  developments,   discoveries,   methods,  processes,  designs,\n     inventions,  ideas, or improvements  (hereinafter collectively called \"Work\n     Product\"),  conceived,  made,  implemented,  or reduced to  practice by the\n     Executive,  whether  alone or acting with  others,  during the  Executive's\n     employment  with the Company,  that is developed (a) on the Company's time,\n     or (b) while utilizing,  directly or indirectly,  the Company's  equipment,\n     supplies,   facilities,   or  trade  secret   information.   the  Executive\n     acknowledges  and agrees  that all Work  Product is the sole and  exclusive\n     property  of the  Company.  The  Executive  agrees to  assign,  and  hereby\n     automatically assigns,  without further  consideration,  to the Company any\n     and all rights,  title,  and interest in and to all Work Product;  provided\n     however, that this Section shall not apply to any Work Product for which no\n     equipment, supplies, facilities, or trade secret information of the Company\n     was used and which was  developed  entirely  on the  Executive's  own time,\n     unless the Work Product (a) relates  directly to the Company's  business or\n     its actual or  demonstrably  anticipated  research or  development,  or (b)\n     results from any work  performed  by the  Executive  for the  Company.  The\n     Company,  its  successors  and assigns,  shall have the right to obtain and\n     hold  in  its  or  their  own  name  copyright   registrations,   trademark\n     registrations,  patents  and any  other  protection  available  to the work\n     Product.  The Executive agrees to perform,  upon the reasonable  request of\n     the  Company,  during  or after  employment,  such  further  acts as may be\n     necessary  or  desirable to  transfer,  perfect,  and defend the  Company's\n     ownership of the Work Product.\n\n                                       10\n\n\n\n\n\n\n\n20.  RETURN OF COMPANY PROPERTY. All records,  designs, patents, business plans,\n     financial  statements,   manuals,   memoranda,   customer  lists,  customer\n     database,  rolodex  and other  property  delivered  to or  compiled  by the\n     Executive  by or  on  behalf  of  the  Company  (including  the  respective\n     subsidiaries  thereof) or its  representatives,  vendors or customers which\n     pertain  to  the  business  of  the  Company   (including   the  respective\n     subsidiaries  thereof) shall be and remain the property of the Company, and\n     be subject at all times to its discretion and control.  Upon the request of\n     the Company  and, in any event,  upon the  termination  of the  Executive's\n     employment with the Company, the Executive shall deliver all such materials\n     to the Company.  Likewise, all correspondence,  reports,  records,  charts,\n     advertising  materials and other  similar data  pertaining to the business,\n     activities  or  future  plans of the  Company  which are  collected  by the\n     Executive shall be delivered  promptly to the Company without request by it\n     upon termination of the Executive's employment.\n\n21.  EQUITABLE REMEDY. Because of the difficulty of measuring economic losses to\n     the Company as a result of a breach of the  covenants set forth in Sections\n     17, 18, 19 and 20, and because of the immediate and irreparable damage that\n     would be caused to the Company for which  monetary  damages  would not be a\n     sufficient  remedy,  it is  hereby  agreed  that in  addition  to all other\n     remedies that may be available to the Company at law or equity, the Company\n     shall be entitled  to  specific  performance  and any  injunctive  or other\n     equitable  relief as a remedy  for my breach  or  threatened  breach of the\n     Executive's covenants.\n\n22.  NOTICE. For the purposes of this Agreement,  notices, demands and all other\n     communications provided for in this Agreement shall be in writing and shall\n     be deemed to have been duly  given  when  delivered  or  (unless  otherwise\n     specified)  mailed by United States  certified or registered  mail,  return\n     receipt re-quested, postage prepaid, addressed as follows:\n\n                        If to the Executive:\n\n                        Mr. Steven J. Heyer\n                        3565 Tuxedo Avenue, N.W.\n                        Atlanta, Georgia 30305\n\n\n\n                                       11\n\n\n\n\n\n\n                        If to the Company:\n\n                        The Coca-Cola Company\n                        One Coca-Cola Plaza\n                        Atlanta, GA 30313\n\n                       Attention: Chief Executive Officer\n\n     or  to  such  other  address as either  party may have  furnished to the \n     other in writing in  accordance  herewith,  except that notices of change \n     of address shall be effective only upon receipt.\n\n23.  MISCELLANEOUS.  No provisions of this Agreement may be modified unless such\n     modification  is  agreed  to in  writing  signed  by the  Executive  and an\n     authorized  officer  of the  Company.  Any waiver or  discharge  must be in\n     writing and signed by the  Executive or such an  authorized  officer of the\n     Company,  as the case may be. No waiver by either  party hereto at any time\n     of any  breach by the  other  party  hereto  of, or  compliance  with,  any\n     condition  or  provision  of this  Agreement  to be performed by such other\n     party  shall be deemed a waiver of  similar  or  dissimilar  provisions  or\n     conditions  at the same or at any prior or subsequent  time.  The validity,\n     interpretation,  construction  and  performance of this Agreement  shall be\n     governed  by the  laws of the  State  of  Delaware  without  regard  to its\n     conflicts of law principles.\n\n24.  WITHHOLDING.  Any payments provided for in this Agreement shall be paid net\n     of any applicable  withholding  of taxes  required under federal,  state or\n     local law.\n\n25.  VALIDITY. The invalidity or unenforceability of any provision or provisions\n     of this Agreement  shall not affect the validity or  enforceability  of any\n     other  provision  of this  Agreement,  which shall remain in full force and\n     effect.\n\n26.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,\n     each of which shall be deemed to be an original  but all of which  together\n     will constitute one and the same instrument.\n\n27.  ENTIRE AGREEMENT.  This Agreement  (together with any option and restricted\n     stock  agreements  which may evidence the awards  contemplated  hereby) set\n     forth the entire  agreement of the parties hereto in respect of the subject\n     matter  contained  herein and  supersedes all prior  agreements,  promises,\n     covenants,  arrangements,  communications,  representations  or warranties,\n     whether  oral or written,  by the parties  hereto in respect of the subject\n     matter contained  herein;  and any prior agreement of the parties hereto in\n     respect of the subject  matter  contained  herein is hereby  terminated and\n     canceled.\n\n  \n                                     12\n\n\n     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement on\nMarch ___, 2001 to be effective as of the Effective Date.\n\n\n\nTHE COCA-COLA COMPANY\n\nBy: \/s\/ DOUGLAS N. DAFT\nName:-------------------\nTitle:------------------\n\n\n\/s\/ STEVEN J. HEYER\n------------------------\nExecutive\n\n\n\n\n\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7137],"corporate_contracts_industries":[9421],"corporate_contracts_types":[9539,9544],"class_list":["post-39033","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coca-cola-co","corporate_contracts_industries-food__beverages","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39033","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39033"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39033"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39033"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39033"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}