Exhibit 10.47


 





 


COCA-COLA PLAZA

ATLANTA, GEORGIA


 


	
  ALEXANDER B. CUMMINGS

  EXECUTIVE VICE PRESIDENT AND

  CHIEF ADMINISTRATIVE OFFICER

  	
   

  	
  ADDRESS REPLY TO

  P.O. BOX 1734

  ATLANTA, GA 30301



  404-676-6926  

  FAX: 404-515-2411

  



 


 


October 26, 2009


 


Ms. Ceree Eberly


Beverage Services, Ltd.


London, England


 


Dear
Ceree,


 


We
are delighted to confirm your offer for the position of Chief People Officer,
with an effective target date of December 1, 2009, reporting to me.  The information contained in this letter
provides details of the offer.


 


·                  Your principal place of
assignment will be Atlanta, Georgia at the Company’s Corporate Center.


 


·                  Your annual base gross
salary will be $460,000 and will be reviewed annually according to Company
practice.  Your next salary review will occur
in April 2011.


 


·                  Your target annual incentive will be 85% of
gross annual salary.  The plan may be
modified from time to time.


 


·                  You will continue to be eligible to
participate in The Coca-Cola Company’s Long-Term Incentive program, currently
consisting of stock options and performance share units (PSUs).  Awards are made at the discretion of the
Compensation Committee of the Board of Directors based upon recommendations by
Senior Management.  You will be eligible
to receive equity awards within guidelines for the job grade assigned to your
position and based upon your personal performance, Company performance, and
your leadership potential to add value to the system in the future.  The current reference value for your position
is $1,462,000.  As a discretionary
program, the award timing, frequency, size and distribution between stock
options and PSUs are variable.


 

















 


Ms. Ceree Eberly


October 26, 2009


Page 2


 


·                  The Compensation Committee
has approved a transition payment for you in the amount of $45,000.  This payment is subject to hypothetical tax
under the normal terms of the International Service Program.


 


·                  You are expected to attain share ownership
valued at two times your salary over the next five years.  You will be asked to provide information in December each
year on your progress toward your ownership goal, and that information will be
reviewed with the Compensation Committee of the Board of Directors the
following February.


 


·                  You will be
eligible for the financial planning program which provides for the
reimbursement of certain financial planning and counseling services, up to
$10,000 annually, subject to taxes and withholding.  This program is available to you beginning December 1,
2009.  More information about the details
of this program will be provided to you by Executive Compensation.


 


·                  You will continue to
participate in the International Service Program through your repatriation date
but no later than June 30, 2010. 
You will be provided the standard repatriation benefits provided under
the International Service Program.


 


·                  You will be eligible for
certain relocation benefits under the Company’s policy.  Your Relocation Client Services Manager,
Linda Straw, will contact you to review the details of these benefits.


 


·                  You will be eligible for membership and
reimbursement of dues and initiation fees associated with one country club,
social club or similar club as long as the club use is for ordinary and
necessary business purposes.  You will be
required to track and report any personal use of the Company-paid club
membership and dues.  Club use that is
personal will be considered taxable income and will not be grossed-up by the
Company.


 


·                  It will be necessary for you to execute the
enclosed Agreement on Confidentiality, Non-Competition and Non-Solicitation.


 

















 


Ms. Ceree Eberly


October 26, 2009


Page 3


 


Ceree,
I feel certain that you will find challenge, satisfaction and opportunity in
this new role and as we continue our journey to create a sustainable growth
business at The Coca-Cola Company.


 


Should
you have any questions, about the foregoing or the enclosure, please call me or
Ginny Sutton at 404-676-4147.  Please
signify your acceptance of such position by signing as indicated below.


 


Sincerely,


 


	
  /s/
  Alexander B. Cummings

  	
   

  



 


 


Enclosure


 


C:  Ginny Sutton


 


 


I
have read and I hereby acknowledge and accept this offer.


 


 


	
  /s/
  Ceree T. Eberly

  	
   

  	
  1-November 2009

  
	
  Ceree
  Eberly

  	
   

  	
  Date

  



 

















 


AGREEMENT ON CONFIDENTIALITY,


NON-COMPETITION AND NON-SOLICITATION


 


In
consideration of my continued employment by The Coca-Cola Company, a Delaware
corporation, I agree with The Coca-Cola Company as follows:


 


1.                                       Definitions.  For the purposes of this Agreement, the
following definitions apply:


 


(a)                                  “Confidential
Information” means any data or information, other than Trade Secrets, that is
valuable to The Coca-Cola Company and/or its subsidiaries and affiliates
(collectively “the Company”) and not generally known to competitors of the
Company or other outsiders, regardless of whether the information is in print,
written, or electronic form, retained in my memory, or has been compiled or
created by me, including, but not limited to, technical, financial, personnel,
staffing, payroll, computer systems, marketing, advertising, merchandising,
product, vendor, or customer data, or other information similar to the
foregoing;


 


(b)                                 “Trade Secret”
means any information, including a formula, pattern, compilation, program,
device, method, technique, or process, that (i) derives independent
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;
and


 


(c)                                  “Customer”
means anyone who (i) is or was a customer of the Company during my
employment with The Coca-Cola Company, or (ii) is a prospective customer
of the Company to whom the Company has made a presentation (or similar offering
of services) within the one-year period immediately preceding the termination
of my employment with The Coca-Cola Company or, if my employment has not
terminated, the one-year period immediately preceding any alleged violation of
this Agreement.


 


2.                                       Acknowledgement.  My services for The Coca-Cola Company are of
a special, unique, extraordinary, and intellectual character, and are performed
on behalf of the Company throughout the world. 
My position as


 

















 


a
high-level executive of The Coca-Cola Company places me in a position of
confidence and trust with the Customers and employees of the Company.  So long as I shall remain in the employ of
The Coca-Cola Company, I shall devote my whole time and ability to the service
of the Company in such capacity as The Coca-Cola Company shall from time to
time direct, and I shall perform my duties faithfully and diligently.


 


I
acknowledge that the rendering of services to the Company’s Customers
necessarily requires the disclosure of the Company’s Confidential Information
and Trade Secrets to me.  In addition, in
the course of my employment with The Coca-Cola Company, I will develop a personal
acquaintanceship and relationship with certain of the Company’s Customers, and
a knowledge of those Customers’ affairs and requirements, which may constitute
a significant contact between the Company and such Customers.  Finally, the Customers with whom I will have
business dealings on behalf of the Company are located throughout the world.


 


I
further acknowledge that the provisions in this Agreement, including, but not
limited to, the restrictive covenants and the governing law and forum selection
provisions, are fair and reasonable, that enforcement of the provisions of this
Agreement will not cause me undue hardship, and that the provisions of this
Agreement are necessary and commensurate with the need to protect the Company’s
established goodwill and proprietary information from irreparable harm.  In the event that I breach, I threaten in any
way to breach, or it is inevitable that I will breach any of the provisions of
this Agreement, damages shall be an inadequate remedy and The Coca-Cola Company
shall be entitled, without bond, to injunctive or other equitable relief.  The Coca-Cola Company’s rights in this
respect are in addition to all rights otherwise available at law or in equity.


 


3.                                       Non-Competition and Non-Solicitation.  I agree that
while I am in The Coca-Cola Company’s employ and for two years after the
termination of my employment with The Coca-Cola Company for any reason
whatsoever, I shall not, directly or indirectly, except on behalf of or with
the prior written consent of The Coca-Cola Company:


 


(a)                                  enter into or
maintain an employment, contractual, or other relationship to render any
services of the type I performed for the Company during the last two years of
my employment with (i) any person or entity in


 

















 


competition
with the Company, or (ii) any Customer of the Company with whom I had
business dealings during the last two years of my employment with The Coca-Cola
Company;


 


(b)                                 solicit or
attempt to solicit any Customer to do business of the type performed by the
Company or to persuade any Customer to do business with any person or entity in
competition with the Company or to reduce the amount of business which any such
Customer has customarily done or contemplates doing with the Company, whether
or not the relationship between the Company and such Customer was originally
established in whole or in part through my efforts; provided, however, that the
Customer solicited is one with which I had business dealings during the last
two years of my employment with The Coca-Cola Company; or


 


(c)                                  solicit or
attempt to solicit for employment any person who is an employee of the Company.


 


4.                                       Confidential
Information and Trade Secrets.


 


(a)                                  During my
employment with The Coca-Cola Company, I will acquire and have access to the
Company’s Confidential Information.  I
agree that while I am in The Coca-Cola Company’s employ and for two years after
the termination of my employment with The Coca-Cola Company for any reason
whatsoever, I shall hold in confidence all Confidential Information of the Company
and will not disclose, publish, or make use of such Confidential Information,
directly or indirectly, unless compelled by law and then only after providing
written notice to The Coca-Cola Company. 
If I have any questions regarding what data or information would be
considered by the Company to be Confidential Information, I agree to contact
the appropriate person(s) at the Company for written clarification; and


 


(b)                                 During my
employment with The Coca-Cola Company, I will also acquire and have access to the
Company’s Trade Secrets.  I acknowledge
that the Company has made and will continue to make reasonable efforts under
the circumstances to maintain the secrecy of its Trade Secrets.  I agree to hold in confidence all Trade
Secrets of the Company that come into my knowledge during my employment with
The Coca-Cola Company and shall not directly or indirectly disclose, publish,
or make use of at any time such Trade Secrets for so long as the information


 

















 


remains
a Trade Secret.  If I have any questions
regarding what data or information constitutes a Trade Secret, I agree to
contact the appropriate person(s) at the Company for written
clarification.  Nothing in this provision
shall be interpreted to diminish the protections afforded trade secrets under
applicable law.


 


5.                                       Company
Property.  Upon
leaving the employ of The Coca-Cola Company, I shall not take with me any
written, printed, or electronically stored Trade Secrets, Confidential
Information, or any other property of the Company obtained by me as a result of
my employment, or any reproductions thereof. 
All such Company property and all copies thereof shall be surrendered by
me to the Company on my termination or at any time upon request of the Company.


 


6.                                       Inventions,
Discoveries, and Authorship.  I shall disclose to the Company and I agree
to and do hereby assign to the Company, without charge, all my rights, title,
and interest in and to any and all inventions and discoveries that I may make,
solely or jointly with others, while in the employ of The Coca-Cola Company,
that relate to or are useful or may be useful in connection with business of
the character carried on or contemplated by the Company, and all my rights,
title, and interest in and to any and all domestic and foreign applications for
patents as well as any divisions or continuations thereof covering such
inventions and discoveries and any and all patents granted for such inventions
and discoveries and any and all reissues, extensions, and revivals of such
patents; and upon request of the Company, whether during or subsequent to my
employment with The Coca-Cola Company, I shall do any and all acts and execute
and deliver such instruments as may be deemed by the Company necessary or
proper to vest all my rights, title, and interest in and to said inventions,
discoveries, applications, and patents in the Company and to secure or maintain
such applications, patents, reissues, extensions, and/or revivals thereof.  All necessary and proper expenses in connection
with the foregoing shall be borne by the Company, and if services in connection
therewith are performed at the Company’s request after termination of my
employment with The Coca-Cola Company, the Company will pay reasonable
compensation for such services.  Any
inventions and discoveries relating to the Company’s business made by me within
one year after termination of my employment with The Coca-Cola Company shall be
deemed to be within this provision, unless I can prove that the same were
conceived and made


 

















 


following
said termination and such conception or invention is not based upon or related
to any Trade Secrets, as defined herein, received pursuant to my employment
with The Coca-Cola Company.


 


Attached
is a list of patent applications and unpatented inventions made prior to my employment
with The Coca-Cola Company, which I agree is a complete list and which I desire
to remove from the operation of this Agreement.


 


I
also hereby assign to the Company, without charge, all my rights, title, and
interest in and to all original works of authorship filed in any tangible form,
prepared by me, solely or jointly with others, within the scope of my
employment with The Coca-Cola Company. 
In addition, the Company and I hereby agree that any such original work
of authorship that qualifies as a “work made for hire” under the U.S. copyright
laws shall be a “work made for hire” and shall be owned by the Company.


 


7.                                       Governing Law.  This Agreement shall be construed,
interpreted, and applied in accordance with the laws of the State of Delaware,
without giving effect to the choice-of-law provisions thereof.


 


8.                                       Mandatory Forum
Selection.  The Company
and I hereby irrevocably submit any dispute arising out of, in connection with,
or relating to this Agreement, including with respect to my employment by The
Coca-Cola Company or the termination of such employment, to the exclusive
concurrent jurisdiction of the state and federal courts located in the State of
Delaware.  The Company and I also both
irrevocably waive, to the fullest extent permitted by applicable law, any
objection either may now or hereafter have to the laying of venue of any such
dispute brought in such court or any defense of inconvenient forum for the
maintenance of such dispute.  Finally, I
waive formal service of process and agree to accept service of process
worldwide.


 


9.                                       Severability.  In the event that any provision of this
Agreement is found to be invalid or unenforceable by a court of law or other
appropriate authority, the invalidity or unenforceability of such provision
shall not affect the other provisions of this Agreement, which shall remain in
full force and effect, and that court or other appropriate authority shall
modify the provisions found to be unenforceable or invalid so as to make them


 

















 


enforceable,
taking into account the purposes of this Agreement and the nationwide and
international scope of the Company’s business.


 


10.                                 Waiver.  No waiver of any provision of this Agreement
shall be effective unless pursuant to a writing signed by me and the Company,
and such waiver shall be effective only in the specific instance and for the
specific purpose stated in the writing.


 


11.                                 Tolling.  Provided that I have not been enjoined from
breaching any of the terms of this Agreement, the time periods set forth in
Paragraphs 3 and 4 above shall be tolled upon the filing of a lawsuit
challenging the enforceability of this Agreement until the aforementioned
dispute is resolved and all periods for appeal have expired.


 


12.                                 Assignment.  This Agreement shall inure to the benefit of
the Company, allied companies, successors and assigns, or nominees of the
Company, and I specifically agree to execute any and all documents considered
convenient or necessary to assign transfer, sustain and maintain inventions,
discoveries, copyrightable material, applications, and patents, both in this
and foreign countries, to and on behalf of the Company.


 


I HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND, INTENDING TO BE LEGALLY
BOUND, I HEREBY VOLUNTARILY ACCEPT AND AGREE TO ITS TERMS.


 


I have hereunto signed my name this 1 day of  November, 2009.


 


 


	
   

  	
  /s/ Ceree T. Eberly

  
	
   

  	
  Employee Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ceree T. Eberly

  
	
   

  	
  Print Name