COCA COLA CO
EMPLOYMENT AGREEMENT - DEVAL L. PATRICK
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>koq331x10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - DEVAL L. PATRICK
<TEXT>

                                                                    EXHIBIT 10-2

                              EMPLOYMENT AGREEMENT

     AGREEMENT, dated as of February 21, 2001, by and between Deval L. Patrick
(the "Executive"), and The Coca-Cola Company (the "Company").

     WHEREAS, the parties desire to enter into this agreement setting forth the
terms and conditions of the employment relationship of the Executive with the
Company;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth below, the parties hereby agree as follows:

     1. EMPLOYMENT. The Company hereby agrees to employ the Executive, and the
Executive hereby accepts such employment, on the terms and conditions
hereinafter set forth.

     2. EMPLOYMENT PERIOD. The period during which the Executive is employed by
the Company hereunder (the "Employment Period") shall commence on April 2, 2001
(the "Effective Date") and shall end on the fifth anniversary thereof; provided,
however, that commencing on the fourth anniversary of the Effective Date and on
each subsequent anniversary of the Effective Date (each such anniversary, a
"Renewal Date"), the Employment Period shall automatically be extended for one
additional year unless, not 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.

   3. POSITION AND DUTIES; PLACE OF PERFORMANCE. (a) During the Employment
Period, the Executive shall serve as Executive Vice President and General
Counsel of the Company, 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 managing the Company's worldwide legal affairs
(including law-related strategic and policy issues); organizing the hiring,
development, promotion and disposition of worldwide legal staff; and hiring and
firing outside counsel. 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. Notwithstanding the foregoing sentence, it shall not be a violation of
this Agreement for the Executive to




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serve on corporate, civic or charitable boards or committees; provided, however,
that his service on corporate boards or committees shall be subject to the
consent of the Company, which consent shall not be unreasonably withheld; and
provided further, however, that the Company shall be deemed to have given such
consent with respect to those boards and committees on which the Executive
serves as of the Effective Date.

          (b) The principal place of employment of the Executive shall be at the
Company's principal executive offices in Atlanta, Georgia.

     4. COMPENSATION AND RELATED MATTERS.

     (a) BASE SALARY; MAKE-WHOLE PAYMENT; INCENTIVES. The Executive shall be
entitled to the following base salary, make-whole payment and incentives:

          (i) BASE SALARY. As of the Effective Date, as compensation for the
     performance by the Executive of his duties hereunder, the Company shall pay
     the Executive a base salary at an annual rate of $475,000 (the base salary,
     at the rate in effect from time to time, is hereinafter referred to as the
     "Base Salary"). The Base Salary shall be payable in accordance with the
     Company's normal payroll practice and may be increased from time to time at
     the discretion of the Compensation Committee of the Board. The Base Salary
     shall not be subject to reduction by the Company at any time during the
     Employment Period.

          (ii) MAKE-WHOLE PAYMENT. The Company shall pay to the Executive a
     make-whole payment of $1,000,000, one-half of which shall be paid on the
     Effective Date and the remainder of which shall be paid on the first
     anniversary of the Effective Date.

          (iii) 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 plan). The Executive's Annual Incentive in
     respect of 2001 shall in no event be less than 80% of his target bonus for
     such year. The Executive's Annual Incentive in respect of 2001 and for each
     year after 2001 shall in no event be targeted at a percentage less than the


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     target percentage set for other similarly situated executive officers of
     the Company (the "Peer Executives").

          (iv) 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 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 the Peer Executives.

     (b) EQUITY GRANTS.

          (i) STOCK OPTIONS. The Chief Executive Officer shall recommend to the
     Stock Option Subcommittee of the Board at its first meeting 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 the Black-Scholes
     value of the options to acquire shares of the Executive's employer (the
     "Current Employer") held by the Executive on the date hereof. 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 all 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, except as expressly provided in this Agreement, shall include the
     terms of the Company's standard form of option agreement as in effect on
     the date of grant of the Option.

          (ii) RESTRICTED STOCK. The Chief Executive Officer shall recommend to
     the Restricted Stock Subcommittee of the Board

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     at its first meeting following the Effective Date that the Company
     grant to the Executive, pursuant to the Company's 1989 Restricted Stock
     Award Plan, a number of shares of Common Stock (the "Restricted Stock")
     having a fair market value on the Effective Date equal to the sum of (A)
     $2,000,000 and (B) the fair market value on the Effective Date of the
     number of restricted shares of Current Employer common stock held by the
     Executive on the date hereof. The Restricted Stock shall be reflected in a
     restricted stock agreement which, except as expressly provided in this
     Agreement, shall include the terms of the Company's standard form of
     restricted stock agreement as in effect on the date of grant of the
     Restricted Stock; provided, however, that the Restricted Stock shall be
     released from restriction on the earlier of (1) the third anniversary of
     the Effective Date or (2) certain terminations of employment, as set forth
     in Section 6 hereof.

          (iii) 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 and/or other equity grants to senior
     executives of the Company, and provided that the Executive is then still
     employed by the Company, the Company shall grant to the Executive equity
     awards according to the terms of the applicable plans, using ranges set for
     the Peer Executives and based upon the Executive's performance. Such future
     equity grants, in combination with the Option and the Restricted Stock,
     shall be referred to herein as the "Equity Awards".

     (c) EXPENSES. During the Employment Period, the Company shall reimburse the
Executive for all reasonable business expenses in accordance with applicable
policies and procedures then in force. The Company acknowledges that the
Executive's principal residence is located in Milton, MA and that the Executive
intends to commute on a regular basis from such principal residence to the
Company's headquarters in Atlanta, GA. Accordingly, for at least twelve months
following the Effective Date, the Company shall reimburse the Executive, on an
after-tax basis, for all travel costs and expenses incurred by the Executive in
connection with commuting from his principal residence to the Company's
principal executive offices. In addition, the Company shall provide for
relocating his home, family and personal belongings (including a reasonable
number of trips for the Executive's spouse) in the event that the Executive
determines to relocate to the vicinity of the Company's principal executive
offices, in accordance with the Company's current relocation policy.

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     (d) PENSION CREDIT. So long as the Executive has remained in the employ of
the Company until the fifth anniversary of the Effective Date, he 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 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 (such
additional credit, 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.

     (e) VACATION AND OTHER ABSENCES. The Executive shall be entitled to paid
vacation and other paid absences, whether for holidays, illness, personal time
or any similar purposes during the Employment Period, in accordance with
policies applicable generally to senior executives of the Company.
Notwithstanding the generality of the foregoing, the Executive shall be entitled
to a minimum of four weeks of paid vacation per year during the Employment
Period.

     (f) OTHER 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 Peer Executives, but with all waiting periods waived to the maximum extent
permitted by such Benefit Plans.

     5. TERMINATION. The Executive's employment hereunder may be terminated as
follows:

          (a) DEATH. The Executive's employment shall terminate upon his death,
     in which event the date of his death shall be the Date of Termination.

          (b) DISABILITY. If, as a result of the Executive's incapacity due to
     Disability (as defined in the Company's Long Term Disability Plan), the
     Company shall have given the Executive a Notice of Termination for
     Disability, and, within

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     thirty days after such Notice of Termination is given, the Executive
     shall not have returned to the full-time performance of the Executive's
     duties, the Company may terminate the Executive's services hereunder, in
     which event the Date of Termination shall be thirty days after Notice of
     Termination is given.

          (c) CAUSE. The Company may terminate the Executive's employment
     hereunder for Cause. For purposes of this subsection, "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 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 five
     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, which, in the case of clauses
     (i), (ii), (iii) and (v), is demonstrably and materially injurious to the
     Company or its subsidiaries, monetarily or otherwise. 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
     business days after receiving such notice.

          (d) GOOD REASON. The Executive may terminate his employment hereunder
     for Good Reason. For purposes of this Agreement, "Good Reason" shall mean
     any material breach of this Agreement, the occurrence of which is not
     remedied by the Company within five business days following receipt of the
     Executive's Notice of Termination, including but not limited to the failure
     by the Board to elect the Executive to the positions of Executive Vice
     President and General Counsel at the first meeting of the Board held after
     the Effective Date, but in no event later than April 18, 2001. In the event
     of a termination for Good Reason, the Date of Termination shall be the date
     specified in the Notice of Termination, which shall be not less than twenty
     business days after the Notice of Termination is delivered.

          (e) OTHER TERMINATIONS. The Company may terminate the Executive's
     employment hereunder other than for Cause or Disability, and the Executive
     may terminate his employment other than for Good Reason. If the Executive's
     employment is terminated pursuant to this Section 5(e), the date on which a
     Notice of Termination is given or any later date (within 30 days) set forth
     in such Notice of Termination shall be the Date of Termination.

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          (f) NOTICE OF TERMINATION. Any termination of the Executive's
     employment hereunder by the Company or by the Executive (other than
     termination pursuant to Section 5(a) hereof) shall be communicated by
     written Notice of Termination to the other party hereto in accordance with
     Section 15 hereof. For purposes of this Agreement, a "Notice of
     Termination" shall mean a notice which shall indicate the specific
     termination provision in this Agreement relied upon and shall set forth in
     reasonable detail the facts and circumstances claimed to provide a basis
     for termination of the Executive's employment under the provision so
     indicated.

          6. COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          (a) DISABILITY PERIOD. During any portion of the Employment Period
     during which the Executive fails to perform his duties hereunder as a
     result of incapacity due to short term disability (as defined in the
     applicable Company plan) prior to the commencement of Disability (the
     "Disability Period"), the Executive shall continue to (i) receive his full
     Base Salary, (ii) be eligible to receive the Annual Incentive and (iii)
     participate in the Benefit Plans. Payments made to the Executive during the
     Disability Period shall be reduced by the sum of the amounts, if any,
     payable to the Executive at or prior to the time of any such payment under
     disability benefit plans of the Company or under the Social Security
     disability insurance program, to the extent such amounts were not
     previously applied to reduce any such payment.

          (b) DEATH; DISABILITY. If the Executive's employment hereunder is
     terminated as a result of death or disability, then:

               (i) the Company shall pay the Executive (or the Executive's
          estate or designated beneficiary, as applicable) as soon as
          practicable after the Date of Termination (A) any Base Salary and
          reimbursable expenses, in each case accrued and owing the Executive
          hereunder as of the Date of Termination and any incentive payments in
          accordance with the relevant plans, (B) all benefits due and owing to
          or in respect of the Executive under all Benefit Plans, in accordance
          with the terms of such Benefit Plans and (C) the amounts described in
          Section 4(a)(ii), to the extent not theretofore paid (the benefits
          described in this clause (i) being hereinafter referred to
          collectively as the "Accrued Benefits");

               (ii) the Company shall continue to pay to the Executive or his
          estate or designated beneficiary, for a period of two years

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          following the Date of Termination, his Base Salary, offset by any
          payments made to or in respect of the Executive under the Company's
          Survivor's Benefit Program or Long Term Disability Plan;

               (iii) the Option, Restricted Stock, and other Equity Awards shall
          become vested or released from restriction, as applicable (and, where
          relevant, remain exercisable) in accordance with the terms of the
          applicable plans and individual agreements; and

               (iv) the Executive shall be provided with the Pension Credit.

          (c) 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:

               (i) the Company shall pay the Executive the Accrued Benefits;

               (ii) the Option shall become fully vested and exercisable (and
          shall remain exercisable in accordance with the applicable plans and
          individual agreements); and

               (iii) if the Date of Termination occurs prior to the third
          anniversary of the Executive's election as an officer of the Company,
          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 cash
          payment of $1,550,000.

          (d) 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 or by the
     Executive for Good Reason, then:

               (i) the Company shall pay the Executive the Accrued Benefits;

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


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

               (iv) (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 and (C) the Restricted Stock shall be released
          from restriction;

               (v) 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

               (vi) the Executive shall be provided with the Pension Credit.

     7. MITIGATION. The Executive shall not be required to mitigate amounts
payable pursuant to Section 6 hereof 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.

     8. INDEMNIFICATION. To the fullest extent permitted by law, the Company
shall indemnify the Executive (including the advancement of expenses) for any
judgments, fines, amounts paid in settlement and reasonable expenses, including

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attorneys' fees, incurred by the Executive in connection with the defense of any
lawsuit or other claim to which he is made a party by reason of being an
officer, director or employee of the Company or any of its subsidiaries. During
the Employment Period and for at least three years thereafter, the Company shall
use its reasonable best efforts to maintain customary director and officer
liability insurance covering the Executive for acts and omissions during the
Employment Period.

     9. 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, or

     (b) For the purposes of this Section 9, references to "the Company" shall
mean the Company and its direct and indirect subsidiaries.

     (c) The covenants in this Section 9 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 9 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 9 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.


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     (e) The Executive has carefully read and considered the provisions of this
Section 9 and, having done so, agrees that the restrictive covenants in this
Section 9 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 9 nor will he raise any equitable
defense to its enforcement.

     10. 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 9 and 10 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.

     (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


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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 10 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.

     11. 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.


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     12. 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.

     13. 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 9, 10, 11 and 12, 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.

     14. SUCCESSORS; BINDING AGREEMENT.

     (a) COMPANY'S SUCCESSORS. No rights or obligations of the Company under
this Agreement may be assigned or transferred by the Company except that such
rights or obligations may be assigned or transferred pursuant to a merger or
consolidation in which the Company is not the continuing entity, or the sale or
liquidation of all or substantially all of the business and/or assets of the
Company, provided that the assignee or transferee is the successor to all or
substantially all of the business and/or assets of the Company and such assignee
or transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law. Prior
to any such succession, the Company will require any such successor expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and shall include any successor to its business and/or
assets as aforesaid which executes and

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delivers the agreement provided for in this Section 9 or which otherwise becomes
bound by all the terms and provisions of this Agreement.

     (b) EXECUTIVE'S SUCCESSORS. This Agreement shall not be assignable by the
Executive. This Agreement and all rights of the Executive hereunder shall inure
to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. Upon the Executive's death, all amounts to which he is
entitled hereunder, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's devisee, legatee,
or other designee or, if there be no such designee, to the Executive's estate.

     15. 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
requested, postage prepaid, addressed as follows:

        If to the Executive:

                Deval L. Patrick
                75 Hinckley Road
                Milton, MA  02186

        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.

     16. 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

                                       14


<PAGE>



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.

     17. 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.

     18. ARBITRATION; LEGAL FEES. Except as otherwise provided herein, all
controversies, claims or disputes arising out of or related to this Agreement
shall be settled in Atlanta, GA, under the rules of the American Arbitration
Association then in effect, and judgment upon such award rendered by the
arbitrator(s) may be entered in any court of competent jurisdiction. The costs
of the arbitration shall be borne by the Company. The Company shall pay the
reasonable legal fees and disbursements incurred by the Executive in connection
with the negotiation and preparation of this Agreement, subject to a maximum
amount of $25,000. In addition, the Company agrees to pay promptly as incurred,
to the fullest extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest by the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provisions of this Agreement (including as a result of any contest initiated
by the Executive about the amount of any payment due pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended.

     19. 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.

     20. 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.

     21. ENTIRE AGREEMENT. This Agreement (together with any option and
restricted stock agreements evidencing the awards contemplated hereby) set forth
the entire agreement of the parties hereto in respect of the subject matter
contained

                                       15


<PAGE>



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 cancelled.







[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]







                                       16

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
February 21, 2001 to be effective as of the Effective Date.


                                        THE COCA-COLA COMPANY


                                        /s/ DOUGLAS N. DAFT
                                        ------------------------------------
                                        Name:  /S/ DOUGLAS N. DAFT
                                        Title: Chairman and CEO








                                        /S/ DEVAL L. PATRICK
                                        ------------------------------------
                                        Executive







                                       17
</TEXT>
</DOCUMENT>
