COCA COLA CO
EMPLOYMENT AGREEMENT - STEVEN J. HEYER
<DOCUMENT>
<TYPE>EX-10.22.1
<SEQUENCE>10
<FILENAME>x10-22a.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - STEVEN J. HEYER
<TEXT>
                                                              EXHIBIT 10.22.1


                              THE COCA-COLA COMPANY
                                 Coca-Cola Plaza
                                Atlanta, Georgia

                                                                ADDRESS REPLY TO
                                                                P.O. Drawer 1734
                                                              Atlanta, GA  30301
                                                                     -----
                                                                    404-676-2121


                                  March 2, 2001



VIA HAND DELIVERY

Mr. Steven J. Heyer
Atlanta, GA

Dear Steve:

     It is my pleasure to extend to you an offer of employment with The
Coca-Cola Company (the "Company") upon the terms set forth in the attached term
sheet. This offer will remain open for your acceptance until 6:00 p.m. (E.S.T.)
April 1, 2001, and anticipates your becoming an employee by April 18 , 2001.
Please signify your acceptance of such employment by signing as indicated below.
This letter agreement may be executed in counterparts.


                                        /s/ DOUGLAS N. DAFT
                                        --------------------------------------
                                        Douglas N. Daft
                                        Chairman of the Board of Directors and
                                        Chief Executive Officer




/s/ STEVEN J. HEYER
---------------------------
Steven J. Heyer

Date:   March 22, 2001



<PAGE>



                                    Terms of
                               Employment between
                        Steven J. Heyer ("Executive") and
                        The Coca-Cola Company ("Company")
                                  March 2, 2001


1.   POSITION AND DUTIES; PLACE OF PERFORMANCE: (a) During the Employment Period
     (as defined  below),  the Executive shall serve as Executive Vice President
     of the  Company  and  President,  Coca-Cola  Company  Ventures,  subject to
     election  by the Board of  Directors  of the  Company  (the  "Board").  The
     Executive  shall  report to the  Chairman of the Board and Chief  Executive
     Officer  of  the  Company  (the  "Chief  Executive  Officer").  During  the
     Employment  Period,  the  Executive  shall  have  those  powers  and duties
     consistent with his positions and assigned by the Chief Executive  Officer,
     including, but not limited to leading Company joint venture or acquisition,
     innovation  and  incubation  activities  and acting as a Coca-Cola  Company
     member of Boards of Company joint ventures.  Working with the CEO and other
     executive  officers,  the Executive will also lead and direct the Company's
     marketing, long range planning and strategy development process. During the
     Employment  Period,  the  Executive  shall  be a  member  of the  Company's
     Executive  Committee.  The Executive agrees to devote  substantially all of
     his working time to the performance of his duties for the Company, provided
     that  Executive  shall be entitled to serve on  corporate,  charitable  and
     civic boards to the extent such activities do not materially interfere with
     the performance of his duties hereunder.  Effective no later than the first
     regularly-scheduled  Company Board of Directors  meeting which occurs on or
     after the date of the  commencement  of Executive's  employment,  Executive
     will be elected, designated or appointed to the foregoing.

2.   EMPLOYMENT PERIOD: The period during which the Executive is employed by the
     Company  hereunder (the "Employment  Period") is anticipated to commence no
     later than April 18, 2001 (such commencement of employment,  the "Effective
     Date") and shall end on the fifth  anniversary  thereof;  provided however,
     that commencing on the fourth  anniversary of the Effective Date (each such
     anniversary,  a "Renewal Date"), the Employment Period shall  automatically
     be extended for one additional year unless, no later than the date which is
     four months prior to such Renewal Date, the Company or the Executive  shall
     have given notice not to extend the Employment Period.

                                        2


<PAGE>



3.   ANNUAL  SALARY:  $850,000 for 2001,  subject to increase (but not decrease)
     thereafter.

4.   ANNUAL INCENTIVE:  So long as the Executive is employed by the Company,  he
     shall be eligible  to receive  annual cash  incentive  awards (the  "Annual
     Incentive")  pursuant  to and  subject to the terms and  conditions  of the
     Company's  Annual  Performance  Incentive  Plan  or  Executive  Performance
     Incentive Plan (or any successor or companion plan). The Executive's Annual
     Incentive paid in respect of 2001 shall in no event be less than 80% of his
     target Annual Incentive for such year. The Executive's  Annual Incentive in
     respect of 2001 and for each year after  2001  shall be  determined  on the
     basis  of  Company  and  individual  performance  and  shall in no event be
     targeted  at a  percentage  less than the target  percentage  set for other
     senior  executive  officers nor shall the target and opportunity for future
     awards be less than the  initial  target and  opportunity.  In the event of
     termination of employment for any reason other than a termination for Cause
     or a  resignation  other than for Good Reason during any  subsequent  bonus
     year,  a pro rata  portion of the annual  performance  bonus  shall be paid
     after qualifying Company performance has been certified.

5.   ANNUAL PERFORMANCE LTIP AND EQUITY BASED INCENTIVE COMPENSATION:

     (a)  LONG-TERM  INCENTIVE.  So long as the  Executive  is  employed  by the
          Company,  he shall be eligible  to receive  long-term  cash  incentive
          awards  (the  "Long-Term  Incentive")  pursuant  to and subject to the
          terms and conditions of the Company's Long Term Performance  Incentive
          Plan (or any successor or companion plan).  The target  percentage for
          the Executive's Long-Term Incentive for each performance period during
          the  Employment  Period  shall  in no event  be less  than the  target
          percentage set for senior executive  officers nor shall the target and
          opportunity  for  future  awards be less than the  initial  target and
          opportunity.  In the event of termination of employment for any reason
          other than a  termination  for Cause or a  resignation  other than for
          Good Reason,  a pro rata portion of the each on-going LTIP award shall
          be paid after qualifying Company performance has been certified.

     (b)  FUTURE  EQUITY  GRANTS.  At  such  time(s)  during  each  year  of the
          Employment  Period that the  Compensation  Committee or a subcommittee
          thereof  approves  annual  stock  option  grants to  senior  executive
          officers of the Company, and provided that the Executive is then still
          employed by the Company,  the Chief Executive  Officer shall recommend
          to the  Compensation  Committee  a grant  for the  Executive  of stock
          options (and/or other equity) according to the terms of the applicable
          plans,  within  an  award  value  range  (based  upon a Black  Scholes
          valuation)  of  $9  to  $12  million  subject  to  discretion  of  the
          Compensation  Committee.  It is the Company's expectation that as long
          as the


                                        2


<PAGE>



          performance of the Company and the Executive are within a reasonable
          range, that awards within this range will be made.

     (c)  All performance and equity based awards and other benefits provided to
          Executive shall vest, remain  exercisable and/or become payable upon a
          change in control as provided in the applicable  plans, the provisions
          shall be no less favorable to Executive than those applicable to other
          senior executive officers.

6.   GROUP/EXECUTIVE BENEFITS: During the Employment Period, the Executive shall
     be eligible to  participate  in such other  employee  benefit  programs and
     perquisite  arrangements  as are applicable  generally to employees  and/or
     made available to senior  executives of the Company (the "Benefit  Plans"),
     in accordance  with the terms and conditions of such Benefit Plans and on a
     basis no less favorable than the other senior executive officers,  but with
     all waiting periods waived to the maximum extent  permitted by such Benefit
     Plans. Executive will generally have access to a Company plane for business
     travel and  Executive  and Family will have access to a Company plane on an
     "as available"  basis for other than business  travel,  assuming all planes
     are not needed for business  purposes,  with  obligation  to reimburse  for
     personal use based upon first class airfare.

7.   SUPPLEMENTAL PENSION:

     (a)  The  Executive  shall be eligible  for pension  benefits  equal to the
          amount  that  he  would  have  earned  under  the  Company's  Employee
          Retirement Plan and Supplemental Retirement Plan (and any successor or
          companion plans), if the Executive's service had been determined as if
          he had been in the employ of the  Company  for a number of years equal
          to the sum of (i) his  actual  number  of  years of  service  with the
          Company and (ii) ten (10) (the "Pension Credit").  Such Pension Credit
          shall be  reduced  by the  amounts  actually  paid under such plans in
          accordance  with  their  terms.  The  Company  reserves  the  right to
          purchase  annuities or such other vehicles as it may determine to fund
          the Pension Credit and/or to pay to the Executive,  at the time of the
          Executive's retirement,  death or Disability, a lump sum payment equal
          to the  present  value of the  Pension  Credit,  determined  using the
          interest rate prescribed by the Pension Benefit  Guaranty  Corporation
          for valuing immediate  annuities for plans terminating in the month in
          which the Executive's retirement, death or Disability occurs.

     (b)  The Pension Credit shall not be payable under this item 7 if, prior to
          the fifth  anniversary of the commencement of employment,  Executive's
          employment  is terminated by the Company for Cause or by the Executive
          without Good Reason.

                                        3


<PAGE>



8.   HIRING INDUCEMENT; MAKE WHOLE.

     (a)  RESTRICTED STOCK. Executive shall receive a restricted stock award for
          50,000  shares cliff vesting on the fifth  anniversary  of the date of
          grant,  subject  to  release  in full in the event of  termination  of
          employment  for any  reason  other than a  termination  for Cause or a
          resignation other than for Good Reason.

     (b)  PERFORMANCE  GRANT.  Executive  shall receive a five-year  performance
          restricted  stock award for 125,000 shares vesting in accordance  with
          established  performance  criteria.  In the  event of  termination  of
          employment  for any  reason  other than a  termination  for Cause or a
          resignation  other  than for Good  Reason,  a pro rata  portion of the
          performance  restricted  stock  shall  be  released  after  qualifying
          Company performance has been certified.

     (c)  SIGN-ON.  Executive shall be entitled to receive $1,000,000,  of which
          $500,000  shall be paid in cash no later than 10  business  days after
          commencement  of  employment  and the  remainder  shall be paid on the
          first  anniversary of commencing  employment  (the  "Deferred  Sign-On
          Payment").  In the event of  termination  of employment for any reason
          other than a  termination  for Cause or a  resignation  other than for
          Good Reason  prior to payment of the  $1,000,000  in full,  any unpaid
          amount  shall  be  paid  within  five  (5)   business   days  of  such
          termination.


                                        4


<PAGE>



     (d)  STOCK  OPTIONS.  The Chief  Executive  Officer shall  recommend to the
          Stock Option Subcommittee of the Board at its first meeting coinciding
          with or next  following the  Effective  Date that the Company grant to
          the Executive a stock option (the "Option"), pursuant to the Company's
          1999  Stock  Option  Plan,  to  purchase  a number  of  shares  of the
          Company's  common stock,  par value $0.25 per share  ("Common  Stock")
          having a Black-Scholes  value equal to 1) the  Black-Scholes  value of
          the unvested  options to acquire  shares of the  Executive's  employer
          (the "Current  Employer") held by the Executive on the date hereof and
          2) the value of lost LTIP  participation at his former  employer.  The
          Black-Scholes  value  of the  Option  shall  be  calculated  as of the
          Effective Date using the same methodology and assumptions  utilized by
          the Company in valuing  annual  grants to all  employees in 2000.  The
          Black-Scholes  value of the  options to acquire  shares of the current
          employer  held by the Executive on the date hereof shall be calculated
          as of the Effective  Date using the same  methodology  (including  the
          methodology used to determine  assumptions) utilized by the Company in
          valuing  annual  grants  to  employees  in  2000.  Any   Black-Scholes
          calculation  made pursuant to this Agreement shall be delivered to the
          Executive  reasonably  in advance of the date of grant of the  Option.
          The Option grant shall be reflected in an option agreement which shall
          include the terms of the Company's  standard form of option  agreement
          as in effect on the date of grant of the Option.

9.   TERMINATION  FOR CAUSE OR BY EXECUTIVE  OTHER THAN FOR GOOD REASON.  If the
     Executive's  employment hereunder is terminated by the Company for Cause or
     by the Executive  other than for Good Reason,  then the Option shall become
     fully vested and  exercisable for a period of six months in accordance with
     the  applicable  plans and individual  agreements  and; other option awards
     that are vested upon the  termination  date will remain  exercisable  for a
     period of six months, as provided by the plan and applicable agreements.

10.  TERMINATION  BY THE COMPANY  OTHER THAN FOR CAUSE OR  DISABILITY  OR BY THE
     EXECUTIVE  FOR GOOD REASON.:  If the  Executive's  employment  hereunder is
     terminated by the Company  other than for Cause or  disability  (as defined
     under the Company's long-term disability plan) or by the Executive for Good
     Reason, then:

          (i)  the Company shall pay the Executive an Annual  Incentive  payment
               determined, prorated and paid in accordance with the terms of the
               applicable plan(s);

          (ii) the Company shall pay to the  Executive,  as soon as  practicable
               but no later than 30 days  following the Date of  Termination,  a
               lump sum amount equal to (A) any unpaid Deferred  Sign-On Payment
               plus (B)

                                        5


<PAGE>



               three times the sum of (1) the  Executive's  then-current Base
               Salary  and (2) the  average of the Annual  Incentives  paid or
               payable to the Executive for the three calendar years immediately
               preceeding the year in  which the Date of Termination occurs, or
               such lesser period  during which the  Executive was employed  by
               the Company, offset by (C) any severance  paid to the  Executive
               pursuant to  any  other severance  pay  plan  or program  of the
               Company.

          (iii)(A) the Option shall become  fully  vested and  exercisable  (and
               shall remain  exercisable in accordance with the applicable plans
               and  individual  agreements),  (B) any other  options  to acquire
               Common Stock  granted to the  Executive  shall become  vested and
               remain exercisable in accordance with the terms of the applicable
               plans and individual agreements,  (C) the 50,000 Restricted Stock
               award shall be released from restriction and (D) other restricted
               stock awards shall be considered in accordance  with the terms of
               the applicable plans and individual agreements;

          (iv) the  Company   shall  offer  the   Executive  and  his  qualified
               dependents  continued  coverage  under  the  Company's  insurance
               plans,   as  required   by  the   Consolidated   Omnibus   Budget
               Reconciliation  Act ("COBRA"),  at the Company's cost, so long as
               the Executive or his dependents are eligible for COBRA  coverage;
               and

          (v)  the  Executive   shall  be  provided  with  the  Pension  Credit,
               provided,  that for  purposes  thereof the amounts  described  in
               clause 10(ii) above shall be deemed paid under a severance policy
               and thereby taken into account in determining  Executive's  final
               average compensation.

11.  MITIGATION:  The  Executive  shall not be required to mitigate  any amounts
     payable hereunder by seeking other employment or otherwise,  nor shall such
     payments be reduced on account of any remuneration  earned by the Executive
     attributable to employment by another employer,  by retirement benefits, by
     offset  against  any  amount  claimed  to be owed by the  Executive  to the
     Company (other than any amounts owed by the Executive under Company benefit
     plans and  agreements  and any  expenses  incurred  by the  Company  on the
     Executive's behalf and at the Executive's request) or otherwise.

                                        6


<PAGE>



12.  TERMINATION BY EXECUTIVE:  Executive may, by at least 30 days prior written
     notice,  voluntarily terminate this agreement without liability at any time
     without Good Reason.

13.  FEES AND EXPENSES:  The Company will pay all  reasonable  legal fees not to
     exceed  $25,000 and related  expenses  incurred by Executive in  connection
     with the  negotiation  and  preparation  of the  employment  agreement.  In
     addition,  the Company shall indemnify and hold harmless the Executive from
     any reasonable  attorneys  fees,  Executive may incur or be liable for as a
     result of his resignation  from his former employer to commence  employment
     with the Company.  The Company shall also pay all reasonable attorneys fees
     and expenses  incurred by Executive in connection  with any dispute between
     the Company and Executive  regarding the validity or enforceability  of, or
     liability under this Agreement.

14.  BINDING OF  SUCCESSORS:  The  Company  will cause any  successor  to all or
     substantially  all of its business  and/or  assets  expressly to assume and
     agree to perform Executive's employment agreement in the same manner and to
     the same extent that the Company is required to perform hereunder.

15.  CAUSE. The Company may terminate the Executive's  employment for Cause. For
     purposes hereof,  "Cause" shall mean (i) the Executive's material breach of
     this Agreement, (ii) the Executive's gross negligence in the performance or
     non-performance   of  any  of  his  material  duties  or   responsibilities
     hereunder,  (iii) the Executive's  dishonesty,  fraud or willful misconduct
     with  respect to, or willful  disparagement  of, the business or affairs of
     the  Company,  (iv)  the  Executive's  conviction  of  a  felony,  (v)  the
     Executive's being absent from work for twenty (20) consecutive days for any
     reason other than vacation, approved leave of absence (such approval not to
     be  unreasonably  withheld) or  disability  or illness  pursuant to Company
     policy  or  law.  No act or  failure  to act  by  the  Executive  shall  be
     considered  Cause  unless the Company  has given  detailed  written  notice
     thereof to the Executive  and, where  remedial  action is feasible,  he has
     failed to remedy the act or omission within twenty (20) business days after
     receiving such notice.

16.  GOOD REASON.  The Executive may terminate his employment for "Good Reason".
     For this purpose,  "Good Reason" shall mean, without  Executive's  consent,
     (a) the assignment to Executive of any duties  inconsistent in any material
     respect with Executive's position, authority, duties or responsibilities as
     contemplated hereunder, or any other action by the Company which results in
     a  significant   diminution  in  such   position,   authority,   duties  or
     responsibilities,  excluding any isolated and inadvertent  action not taken
     in bad faith and which is  remedied  by the  Company  within  ten (10) days
     after receipt of notice thereof given by Executive; (b) any failure by the


                                        7

<PAGE>



     Company to comply  with  any of  the provisions  of terms  of  Executive's
     employment other than an isolated and  inadvertent  failure not  committed
     in  bad faith and  which  is  remedied by the Company  within ten (10) days
     after  receipt of notice  thereof  given by Executive; (c) Executive being
     required  to  relocate  to  a  principal  place  of  employment  more  than
     twenty-five  (25)  miles  from  Executive's  current  principal  place  of
     employment;  or (d) delivery by the Company of a notice  discontinuing  the
     automatic  extension feature of the  term of  Executive's employment as set
     forth in Section 2 hereof.

17.  EXECUTIVE COVENANTS.  (a) During the Employment Period, and for a period of
     one  year   thereafter,   the  Executive  shall  not,  either  directly  or
     indirectly,  for himself or on behalf of or in  conjunction  with any other
     person, company, partnership,  corporation, business, group or other entity
     (each, a "Person"):

     (i)  engage,  as  an  officer,  director,  owner,  partner,  member,  joint
          venturer,  or  in a  managerial  capacity,  whether  as  an  employee,
          independent contractor,  consultant,  advisor or sales representative,
          in any business  engaged in the  manufacture,  sale or distribution of
          non-alcoholic beverages; or

     (ii) solicit or  attempt to  solicit,  recruit or attempt to  recruit,  any
          employee,  agent or  contract  worker  of the  Company  with  whom the
          Executive  had contact  during the course of his  employment  with the
          Company.

     (b)  For the purposes of this Section,  references  to "the Company"  shall
          mean the Company and its direct and indirect  subsidiaries  and/or any
          Company joint ventures or incubators.

     (c)  The  covenants in this Section are  severable  and  separate,  and the
          unenforceability  of  any  specific  covenant  shall  not  affect  the
          provisions of any other  covenant.  If any provision of this Section 1
          relating to the time  period or  geographic  areas of the  restrictive
          covenants  shall be declared by a court of competent  jurisdiction  to
          exceed the maximum time period or geographic area, as applicable, that
          such court deems reasonable and enforceable, then this Agreement shall
          automatically  be  considered  to have been  amended  and  revised  to
          reflect such determination.

     (d)  All  of the  covenants  in  this  Section  shall  be  construed  as an
          agreement  independent of any other provisions in this Agreement,  and
          the  existence of any claim or cause of action the  Executive may have
          against  the  Company,   whether   predicated  on  this  Agreement  or
          otherwise,  shall not  constitute a defense to the  enforcement by the
          Company of such covenants.

                                        8


<PAGE>



     (e)  The Executive has carefully read and considered the provisions of this
          Section and, having done so, agrees that the restrictive  covenants in
          this Section impose a fair and  reasonable  restraint on the Executive
          and are  reasonably  required to protect the  interests of the Company
          and  its  officers,  directors,   employees,  and  stockholders.   The
          Executive  covenants that he will not challenge the  enforceability of
          this  Section  nor  will  he  raise  any  equitable   defense  to  its
          enforcement.

18.  TRADE SECRETS AND CONFIDENTIAL INFORMATION

     (a)  For purposes of this  Section,  "Confidential  Information"  means any
          data or information, other than Trade Secrets, that is valuable to the
          Company and not generally known to the public or to competitors of the
          Company.  "Trade Secret" means information including,  but not limited
          to, any technical or nontechnical data, formula, pattern,  compilation
          program, device, method, technique,  drawing, process, financial data,
          financial plan, product plan, list of actual or potential customers or
          suppliers or other information similar to any of the foregoing,  which
          (i)  derives  economic  value,  actual  or  potential,  from not being
          generally  known to,  and not being  readily  ascertainable  by proper
          means  by,  other  persons  who can  derive  economic  value  from its
          disclosure  or use  and  (ii)  is the  subject  of  efforts  that  are
          reasonable under the circumstances to maintain its secrecy.

     (b)  The  Executive  acknowledges  he  is  employed  by  the  Company  in a
          confidential  relationship wherein he, in the course of his employment
          with the  Company,  has  received or will  receive and has had or will
          have  access to  Confidential  Information  and Trade  Secrets  of the
          Company, including but not limited to confidential and secret business
          and marketing plans, strategies and studies,  detailed client/customer
          lists  and  information   relating  to  the  operations  and  business
          requirements of those clients/customers and accordingly, he is willing
          to enter into the  covenants  contained  in Sections 17 and 18 of this
          Agreement in order to provide the Company with what he considers to be
          reasonable protection for its interest.

     (c)  The  Executive  hereby  agrees that during the  Employment  Period and
          thereafter, he will hold in confidence all Confidential Information of
          the Company and its direct or indirect subsidiaries that came into his
          knowledge during his employment by the Company and shall not disclose,
          publish or make use of such Confidential Information without the prior
          written consent of the Company.


                                        9


<PAGE>



     (d)  The  Executive  shall  hold in  confidence  all Trade  Secrets  of the
          Company  and its direct or  indirect  subsidiaries  that came into his
          knowledge during his employment by the Company and shall not disclose,
          publish  or make use of at any time after the date  hereof  such Trade
          Secrets  without the prior written  consent of the Company for as long
          as the information remains a Trade Secret.

     (e)  Notwithstanding the foregoing, the provisions of this Section will not
          apply to (i) information  required to be disclosed by the Executive in
          the  ordinary  course of his  duties  hereunder  or (ii)  Confidential
          Information that otherwise  becomes generally known in the industry or
          to the public  through no act of the Executive or any person or entity
          acting by or on the  Executive's  behalf,  or which is  required to be
          disclosed by court order or applicable law.

     (f)  The parties agree that the restrictions  stated in this Section 18 are
          in  addition  to and not in  lieu of  protections  afforded  to  trade
          secrets  and  confidential  information  under  applicable  state law.
          Nothing in this  Agreement is intended to or shall be  interpreted  as
          diminishing or otherwise limiting the Company's right under applicable
          state law to protect its trade secrets and confidential information.

19.  INVENTIONS.  The  Executive  agrees to promptly  report and disclose to the
     Company  all  developments,   discoveries,   methods,  processes,  designs,
     inventions,  ideas, or improvements  (hereinafter collectively called "Work
     Product"),  conceived,  made,  implemented,  or reduced to  practice by the
     Executive,  whether  alone or acting with  others,  during the  Executive's
     employment  with the Company,  that is developed (a) on the Company's time,
     or (b) while utilizing,  directly or indirectly,  the Company's  equipment,
     supplies,   facilities,   or  trade  secret   information.   the  Executive
     acknowledges  and agrees  that all Work  Product is the sole and  exclusive
     property  of the  Company.  The  Executive  agrees to  assign,  and  hereby
     automatically assigns,  without further  consideration,  to the Company any
     and all rights,  title,  and interest in and to all Work Product;  provided
     however, that this Section shall not apply to any Work Product for which no
     equipment, supplies, facilities, or trade secret information of the Company
     was used and which was  developed  entirely  on the  Executive's  own time,
     unless the Work Product (a) relates  directly to the Company's  business or
     its actual or  demonstrably  anticipated  research or  development,  or (b)
     results from any work  performed  by the  Executive  for the  Company.  The
     Company,  its  successors  and assigns,  shall have the right to obtain and
     hold  in  its  or  their  own  name  copyright   registrations,   trademark
     registrations,  patents  and any  other  protection  available  to the work
     Product.  The Executive agrees to perform,  upon the reasonable  request of
     the  Company,  during  or after  employment,  such  further  acts as may be
     necessary  or  desirable to  transfer,  perfect,  and defend the  Company's
     ownership of the Work Product.

                                       10


<PAGE>




20.  RETURN OF COMPANY PROPERTY. All records,  designs, patents, business plans,
     financial  statements,   manuals,   memoranda,   customer  lists,  customer
     database,  rolodex  and other  property  delivered  to or  compiled  by the
     Executive  by or  on  behalf  of  the  Company  (including  the  respective
     subsidiaries  thereof) or its  representatives,  vendors or customers which
     pertain  to  the  business  of  the  Company   (including   the  respective
     subsidiaries  thereof) shall be and remain the property of the Company, and
     be subject at all times to its discretion and control.  Upon the request of
     the Company  and, in any event,  upon the  termination  of the  Executive's
     employment with the Company, the Executive shall deliver all such materials
     to the Company.  Likewise, all correspondence,  reports,  records,  charts,
     advertising  materials and other  similar data  pertaining to the business,
     activities  or  future  plans of the  Company  which are  collected  by the
     Executive shall be delivered  promptly to the Company without request by it
     upon termination of the Executive's employment.

21.  EQUITABLE REMEDY. Because of the difficulty of measuring economic losses to
     the Company as a result of a breach of the  covenants set forth in Sections
     17, 18, 19 and 20, and because of the immediate and irreparable damage that
     would be caused to the Company for which  monetary  damages  would not be a
     sufficient  remedy,  it is  hereby  agreed  that in  addition  to all other
     remedies that may be available to the Company at law or equity, the Company
     shall be entitled  to  specific  performance  and any  injunctive  or other
     equitable  relief as a remedy  for my breach  or  threatened  breach of the
     Executive's covenants.

22.  NOTICE. For the purposes of this Agreement,  notices, demands and all other
     communications provided for in this Agreement shall be in writing and shall
     be deemed to have been duly  given  when  delivered  or  (unless  otherwise
     specified)  mailed by United States  certified or registered  mail,  return
     receipt re-quested, postage prepaid, addressed as follows:

                        If to the Executive:

                        Mr. Steven J. Heyer
                        Atlanta, Georgia



                                       11


<PAGE>



                        If to the Company:

                        The Coca-Cola Company
                        One Coca-Cola Plaza
                        Atlanta, GA 30313
                        Attention: Chief Executive Officer

     or  to  such  other  address as either  party may have  furnished to the
     other in writing in  accordance  herewith,  except that notices of change
     of address shall be effective only upon receipt.

23.  MISCELLANEOUS.  No provisions of this Agreement may be modified unless such
     modification  is  agreed  to in  writing  signed  by the  Executive  and an
     authorized  officer  of the  Company.  Any waiver or  discharge  must be in
     writing and signed by the  Executive or such an  authorized  officer of the
     Company,  as the case may be. No waiver by either  party hereto at any time
     of any  breach by the  other  party  hereto  of, or  compliance  with,  any
     condition  or  provision  of this  Agreement  to be performed by such other
     party  shall be deemed a waiver of  similar  or  dissimilar  provisions  or
     conditions  at the same or at any prior or subsequent  time.  The validity,
     interpretation,  construction  and  performance of this Agreement  shall be
     governed  by the  laws of the  State  of  Delaware  without  regard  to its
     conflicts of law principles.

24.  WITHHOLDING.  Any payments provided for in this Agreement shall be paid net
     of any applicable  withholding  of taxes  required under federal,  state or
     local law.

25.  VALIDITY. The invalidity or unenforceability of any provision or provisions
     of this Agreement  shall not affect the validity or  enforceability  of any
     other  provision  of this  Agreement,  which shall remain in full force and
     effect.

26.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
     each of which shall be deemed to be an original  but all of which  together
     will constitute one and the same instrument.

27.  ENTIRE AGREEMENT.  This Agreement  (together with any option and restricted
     stock  agreements  which may evidence the awards  contemplated  hereby) set
     forth the entire  agreement of the parties hereto in respect of the subject
     matter  contained  herein and  supersedes all prior  agreements,  promises,
     covenants,  arrangements,  communications,  representations  or warranties,
     whether  oral or written,  by the parties  hereto in respect of the subject
     matter contained  herein;  and any prior agreement of the parties hereto in
     respect of the subject  matter  contained  herein is hereby  terminated and
     canceled.


                                     12


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement on
March ___, 2001 to be effective as of the Effective Date.



THE COCA-COLA COMPANY

By: /s/ DOUGLAS N. DAFT
Name:-------------------
Title:------------------


/s/ STEVEN J. HEYER
------------------------
Executive






                                       13

</TEXT>
</DOCUMENT>
