EXHIBIT 10.1


 


CONSULTING
AGREEMENT


THIS CONSULTING
AGREEMENT (this ‘Agreement’) made and entered into effective as of April 20, 2021 (the ‘Effective
Date’), by and between The Coca-Cola Company, a Delaware corporation (the ‘Company’) and Bradley
Gayton (‘Consultant’). In consideration of the premises, release and the mutual promises and agreements contained
herein, the Company and the Consultant (the ‘parties’), intending to be legally bound, hereby agree as follows:


 


		1.	Transition
                                         from Employee to Consultant; Consultant’s Services.



		1.1.	Effective
                                         as of the Effective Date, Consultant resigns his employment with the Company and from
                                         all officer and director positions Consultant may hold at the Company or at any affiliates
                                         of the Company by reason of his employment with the Company to assume the role of Strategic
                                         Consultant to the Chief Executive Officer.



		1.2.	From
                                         and after the Effective Date and continuing throughout the Term (as defined below), Consultant
                                         shall hold the title of Strategic Consultant to the Chief Executive Officer of the Company
                                         (the ‘CEO’), providing such consulting and advisory services to the
                                         CEO as may be reasonably requested by the CEO. In scheduling any requested services,
                                         the Company shall reasonably accommodate Consultant’s other professional and personal
                                         commitments.



		1.3.	From
                                         and after the Effective Date and continuing throughout the Term, Consultant shall work
                                         a maximum of forty (40) hours per month on consultation activities for the Company. Notwithstanding
                                         anything else herein and in accordance with the rules of Section 409A of the Internal
                                         Revenue Code, the parties agree that Consultant shall not work more than twenty percent
                                         (20%) of the average level of services previously performed by Consultant for the Company
                                         in the thirty-six (36) months prior to the Effective Date.



		1.4.	The
                                         relationship between Consultant and the Company shall be nonexclusive; it being acknowledged
                                         that Consultant shall at all times remain entitled to provide and render services to
                                         others, provided that, during the Term, Consultant shall not provide any services
                                         for or on behalf of any person or entity who or which primarily or substantially engages
                                         in either the manufacture, sale, distribution and marketing of beverages or beverage
                                         enhancers, beverage solutions, beverage enablers or other additives, which additives
                                         are primarily intended for use in beverages, or which services would otherwise 



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		 	constitute
Prohibited Activities (as such term is defined in Appendix I to this Agreement) without the prior written permission of the CEO.




		2.	Sign-On
                                         Make-Whole and Consulting Fees.



		2.1.	Effective
                                         as of the Effective Date and subject to Consultant’s execution without revocation
                                         of the Release (set forth in Appendix I to this Agreement), Consultant shall be entitled
                                         to a payment in the amount of $4,000,000 (the ‘Sign-On Make-Whole’).
                                         This amount will be paid by wiring this lump sum to Consultant within five (5) business
                                         days after execution of this Agreement by the parties hereto as directed by Consultant.



		2.2.	As
                                         full and total compensation for services by Consultant under and during the Term and
                                         subject to Consultant’s execution without revocation of the OWBPA Release (as set
                                         forth in Appendix I to this Agreement), the Company shall pay to Consultant’s firm,
                                         NOXV, LLC, $666,666.67 per calendar month of this Agreement (collectively, the ‘Consulting
                                         Fees’). Each monthly payment shall be paid in a lump sum, in arrears, on the
                                         last business day of each calendar month occurring during the Term, beginning in May
                                         2021 and ending in April 2022, for a total of twelve (12) equal payments.



		2.3.	The
                                         Sign-On Make-Whole and the Consulting Fees, collectively, constitute the only payments
                                         that Consultant will receive from the Company, are inclusive of any expenses or fees
                                         that Consultant has incurred or will incur in connection with this Agreement and the
                                         services to be provided hereunder, and are subject to Consultant’s continued compliance
                                         with the requirements set forth in Sections 4, 5, 6 and 7 below, as well as with the
                                         Prohibited Activities Covenants (as set forth in Appendix I to this Agreement). Notwithstanding
                                         the foregoing, the Consultant will receive his regular compensation for work performed
                                         up through April 20, 2021.



		3.	Term.



		3.1.	This
                                         Agreement shall commence on the Effective Date and shall expire on April 30, 2022 (the
                                         ‘Term’), except that the provisions of Sections 4, 5, 6, 7 and 8 below
                                         shall continue to be effective beyond the Term as applicable.



		3.2.	Notwithstanding
                                         anything to the contrary set forth herein, either party may terminate this Agreement
                                         at any time for any reason with thirty (30) days’ written notice to the other party;
                                         provided, however, that Consultant shall forfeit all rights to receive
                                         payment of any unpaid Consulting Fees if Consultant terminates this Agreement prior to
                                         August 31, 



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		 	2021,
or if the Company terminates this Agreement due to a Prohibited Activities Violation (as such term is defined and determined in Appendix
I to this Agreement) by Consultant.




	 	 	 
		4.	Intellectual
                                         Property.



		4.1.	In
                                         this Agreement, ‘Intellectual Property’ means all works, including
                                         literary works, pictorial, graphic and sculptural works, architectural works, works of
                                         visual art, and any other work that may be the subject matter of copyright protection;
                                         advertising and marketing concepts; information; data; formulas; designs; models; drawings;
                                         computer programs, including all documentation, related listings, design specifications,
                                         and flowcharts, trade secrets, and any inventions including all processes, machines,
                                         manufactures and compositions of matter and any other invention that may be the subject
                                         matter of patent protection; and all statutory protection obtained or obtainable thereon.
                                         Consultant hereby assigns to the Company all worldwide right, title and interest in and
                                         to Intellectual Property created, made, conceived, reduced to practice or authored by
                                         Consultant, or any other persons provided by Consultant either solely or jointly with
                                         others, during and in the course of the performance by Consultant of services to the
                                         Company while an employee of the Company or otherwise under this Agreement or with the
                                         use of information, materials or facilities of the Company received by Consultant while
                                         employed with the Company or otherwise during the Term. The Company shall be free to
                                         make, have made, use and sell products utilizing the Intellectual Property assigned to
                                         the Company hereunder. The Company shall have a nonexclusive, royalty-free, fully paid-up
                                         license to any Intellectual Property of Consultant needed to practice the Intellectual
                                         Property assigned to the Company pursuant this Agreement. The above assignment obligation
                                         of Consultant to the Company shall not apply to any Intellectual Property not related
                                         to the Company’s businesses that Consultant can document was conceived and reduced
                                         to practice after the end of the Company’s employment of Consultant as a full-time
                                         regular employee of the Company, provided that such Intellectual Property was
                                         not conceived or reduced to practice as part of Consultant’s work for the Company
                                         pursuant to this Agreement.



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		4.2.	Consultant
                                         shall promptly disclose to the Company all Intellectual Property created by Consultant
                                         during the period of employment with the Company and during the Term and that is required
                                         to be assigned to the Company pursuant to this Section 4.



		4.3.	Consultant
                                         shall execute, or cause to be executed, all documents and perform such acts as may be
                                         necessary, useful or convenient to secure for the Company statutory protection, including
                                         patent, trademark, trade secret or copyright protection throughout the world for all
                                         Intellectual Property required to be assigned to the Company pursuant to this Section
                                         4. In addition, but subject to Section 4.1, any Intellectual Property 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. Moreover, Consultant shall execute all such documents
                                         as are reasonably requested by the Company to ensure the Company’s full ownership
                                         of Intellectual Property created by Consultant for the Company prior to the Term hereof.



		5.	Confidentiality.
It is presumed that in connection with Consultant’s employment with the Company the Company has disclosed, and in connection with
Consultant’s services under this Agreement may disclose, in each case to Consultant, or Consultant has come and may yet come in
contact with or observe business information, know-how, marketing plans, trade secrets, inventions, and other intellectual property rights
(all which are hereinafter jointly referred to as ‘Proprietary Information’) that are either the property of the Company
or controlled by the Company. Such Proprietary Information must be held in strict confidence by Consultant and must not be used or disclosed
to any third party without the express prior written permission of an officer of the Company. Consultant must safeguard all written materials
containing any Proprietary Information that the Company has supplied or supplies to Consultant, must not copy or duplicate such materials
without the Company’s prior written consent, and must return such materials to the Company upon the completion of services hereunder
or upon the Company’s request. It is agreed that ‘Proprietary Information’ shall include all information (whether or
not in writing) pertaining to Consultant’s employment (including personnel records) and resignation therefrom (including circumstances
thereof) and shall not include either (i) any information that is available from any public source (other than by reason of Consultant’s
(or any of Consultant’s family’s, agents’ or representatives’) direct or indirect disclosure of such information
to such source) or (ii) any information 



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		 	generated
by Consultant in the course of the performance of services on behalf of the Company while employed with the Company or hereunder that
consists of contact information related to Consultant’s personal or professional affiliations or relationships and consisting solely
of names, addresses, phone numbers and e-mail addresses. Notwithstanding the foregoing, nothing contained herein shall prevent Consultant
from disclosing or otherwise utilizing any information (a) in any manner required by applicable law, judicial order or other governmental
mandate or investigation, provided that Consultant shall advise the Company of any such intended disposition or use and reasonably cooperate
with the Company in allowing the Company to seek and obtain from the recipient governmental or judicial body any protective order or
assurance of confidentiality regarding such information, (b) in fulfillment of Consultant’s duties or obligations owed, or in rendering
of services to the Company (whether based on Consultant’s employment or consulting services) or (c) to the limited extent reasonably
necessary to permit Consultant’s defense of any claim made against it or him or Consultant’s enforcement of any rights held
by him under this Agreement, which claim or rights are dependent upon the information so disclosed.



	 	 	 
		6.	Independent
                                         Contractor. Consultant shall be an independent contractor of the Company and shall
                                         not be an officer, employee, representative or agent of the Company. Consultant has no
                                         authority to make representations or statements on behalf of, or to bind (and shall not
                                         bind or make any such representations or statements) the Company or any of its directors,
                                         officers or employees in any way. It is expressly understood that this undertaking does
                                         not constitute a joint venture. Consultant agrees to assume full responsibility for the
                                         payment of all local, state and federal payroll and withholding taxes or contributions
                                         or taxes for unemployment insurance, pension, workers’ compensation, or other social
                                         security or related protection with respect to those persons engaged in the performance
                                         of services in connection with this Agreement. Consultant further understands that Consultant
                                         is entitled to no other payments or benefits from the Company, except that Consultant
                                         shall be entitled to receive the compensation set forth in Section 2 above. It is understood
                                         further that Consultant will not be required to work scheduled hours and that Consultant
                                         shall not perform the services at any of the Company’s offices or facilities, but
                                         instead such services may be performed remotely by Consultant.




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		7.	Company
                                         Materials. Promptly following the date of this Agreement, Consultant shall promptly
                                         deliver to the Company all memoranda, notes, records, manuals or other documents, including
                                         all copies of such materials and all documentation prepared or produced in connection
                                         therewith, containing Intellectual Property or Proprietary Information regarding the
                                         Company’s business, compiled by or furnished to Consultant by virtue of his employment
                                         with and consulting services to the Company. Promptly following the date of this Agreement,
                                         Consultant shall also promptly deliver to the Company all computers, credit cards, telephones,
                                         hand-held electronic devices, office equipment, and other property furnished to Consultant
                                         by virtue of his employment with the Company.


   


		8.	Miscellaneous.



		8.1.	Governing
                                         Law. This Agreement shall be subject to the internal laws of the State of Georgia
                                         without regard to principles of conflict of laws, and any and all disputes arising under
                                         this Agreement are to be resolved exclusively by courts sitting in Georgia and Consultant
                                         hereby consents to the jurisdiction of such courts.



		8.2.	Waivers.
                                         All waivers of a breach or violation of this Agreement by either party must be in writing
                                         and cannot operate as, or be construed to be, a waiver of subsequent breach hereof.



		8.3.	Indemnification.
                                         Consultant agrees to indemnify and hold harmless the Company for and from any resulting
                                         income or employment tax liability, including interest, penalties, costs and expenses
                                         (as well as reasonable attorneys’ fees), incurred by Consultant or the Company,
                                         arising from or related to Consultant’s receipt of the Sign-On Make-Whole or Consulting
                                         Fees under this Agreement, including but not limited to FICA/Medicare and other self-employment
                                         taxes, provided that any such indemnified liability is based (a) upon any position
                                         or fact asserted by Consultant or (b) upon any action by Consultant that is in material
                                         breach of the warranties, representations, covenants or limitations made by or agreed
                                         to by Consultant by the terms of this Agreement.



		8.4.	Notices.
                                         Unless otherwise provided for herein, all notices required or permitted hereunder shall
                                         be in writing and delivered to the respective parties at the addresses set forth below
                                         (or to such other addresses as either party may provide to the other party in accordance
                                         herewith), by hand delivery or by certified mail, return receipt requested, postage prepaid
                                         or by telex or telecopy, charges prepaid and shall be deemed served 






   



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		 	upon
the date of deposit in the mail or upon the date of delivery if delivered by hand or fax:



If
to The Coca-Cola Company, addressed to:


The Coca-Cola
Company


One Coca-Cola
Plaza


Atlanta,
Georgia 30313


With a copy to:


Ms. Jennifer
Manning


The Coca-Cola
Company


One Coca-Cola
Plaza


Atlanta,
Georgia 30313


If
to Consultant, addressed to:


  Bradley Gayton




  [Address on file]







		9.	Captions.
                                         The captions used in this Agreement are for convenience only and cannot affect in any
                                         way the meaning or interpretation of any of the provisions set forth herein.



		10.	Entire
                                         Agreement. This Agreement embodies the full and complete understanding of the parties
                                         hereto and supersedes any previous agreement, written or oral, relating to the subject
                                         matter hereof. The parties may modify this Agreement only by written instrument signed
                                         by each of the parties hereto.



		11.	Survival.
                                         Sections 4, 5, 6, 7 and 8 shall survive expiration or termination of this Agreement.








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IN WITNESS WHEREOF,
the Company and Consultant have executed this Agreement to be effective as of the date first above written. 


	 	 	 
	 	THE COCA-COLA COMPANY
	 	 	 
	 	By:	/s/ Lisa Chang
	 	Title: 	Senior Vice President and Chief People Officer 
	 	Date: 	April 20, 2021
	 	 	 
	 	CONSULTANT
	 	 	 
	 	/s/ Bradley Gayton
	 	Bradley Gayton
	 	Date: 	April 20, 2021





 


[Signature page
to Consulting Agreement]


    	 



    	 



    




APPENDIX
I


 


FULL AND COMPLETE
RELEASE


AND AGREEMENT



ON TRADE SECRETS
AND CONFIDENTIALITY


(this “Release
Agreement”)


 


1.          Release.
In consideration of the payments and covenants under the Agreement to which this Appendix I is attached and made a part thereof,
and for other good and valuable consideration, I, for myself and my heirs, executors, administrators and assigns, do hereby knowingly,
voluntarily and unconditionally release, hold harmless and forever discharge The Coca-Cola Company (“TCCC”),
and its subsidiaries, affiliates, joint ventures, joint venture partners, predecessors, successors and benefit plans (collectively
with TCCC referred to herein as the “Company”), and their respective current and former directors, officers,
administrators, trustees, fiduciaries, insurers, employees, agents, and other representatives, (collectively with the Company
referred to herein as the “Releasees”) from all debts, claims, actions, causes of action (including without
limitation claims arising from or in connection with my employment, pay, bonuses, vacation or any other benefits, and/or other
terms and conditions of employment or employment practices of Company; claims arising out of or relating to the termination of
my employment with the Company or the surrounding circumstances thereof; and any causes of action that I may have under the Employee
Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.; the Worker Adjustment
and Retraining Notification Act of 1988, 29 U.S.C. §§ 2101 et seq.; the Sarbanes-Oxley Act of
2002; the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and those federal, state, local, and foreign laws
prohibiting employment discrimination based on age, sex, race, color, national origin, religion, disability, veteran or marital
status, sexual orientation, or any other protected trait or characteristic, or retaliation for engaging in any protected activity,
including without limitation the Age Discrimination in Employment Act of 1967, 29 U.S.C. §§ 621 et
seq. (the “ADEA”), as amended by the Older Workers Benefit Protection Act, P.L. 101-433 (the “OWBPA”);
the Equal Pay Act of 1963, 9 U.S.C. §§ 206, et seq.; Title VII of The Civil Rights Act
of 1964, as amended, 42 U.S.C. §§ 2000e et seq.; the Civil Rights Act of 1866, 42 U.S.C. § 1981;
the Civil Rights Act of 1991, 42 U.S.C. §§ 1981a; the Americans with Disabilities Act, 42 U.S.C. §§ 12101
et seq.; the Rehabilitation Act of 1973, 29 U.S.C. §§ 791 et seq.; the Family
Medical Leave Act; Federal Executive Order 11246, the Genetic Information Nondiscrimination Act; and comparable state, local,
and foreign causes of action, whether statutory or common law, including but not limited to all claims related to wrongful discharge,
negligence, defamation, tort and contract), suits, dues, sums of money, accounts, reckonings, covenants, contracts, claims for
costs or attorneys’ fees, controversies, agreements, promises, and all liabilities of any kind or nature whatsoever, at
law, in equity, or otherwise, KNOWN OR UNKNOWN, fixed or contingent, which I (or my heirs, executors, administrators and assigns)
ever had, now have, or may have based on facts or events that occur on or prior to the date that I execute this Full and Complete
Release on Trade Secrets and Confidentiality (this “Release”).


Further,
I expressly waive any and all rights that I have under any state or local statute, executive order, regulation, common law and/or
public policy relating to known and unknown claims based on facts or events occurring on or prior to the date that I execute this
Release, including but not limited to the New Jersey Conscientious Employee Protection Act (N.J. Sta. Ann. 34:19-1, et
seq.); the New Jersey Law Against Discrimination (N.J. Stat. Ann. 10:5-1, et seq.); the New Jersey Family
Leave Act; the New Jersey Wage Payment Law; Massachusetts Fair Employment Practices Act (Mass. G.L. 151B); West Virginia Human
Rights Act; South Dakota Codified Laws Section 20-7-11; North Dakota Century Code Section 9-13-02; and Section 1542 of the California
Civil Code, the latter of which reads as follows: “A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.” I understand that I am referred to in this statute as the
“creditor” and the Company or other Releasees are referred to as the “debtor.” I consciously intend these
consequences even as to claims for damages that may exist as of the date I execute this Release that I do not know exist, and
which, if known, would materially affect my decision to execute this Release, regardless of whether the lack of knowledge is the
result of ignorance, oversight, error, negligence or any other cause.


 


I
fully understand and agree that:


		a.	this
                                         Release is in exchange for the payments and covenants set forth in the Agreement, and
                                         other good and valuable consideration to which I would otherwise not be entitled;







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		b.	the
                                         Company’s obligation to pay and my right to receive the Sign-On Make-Whole Payment
                                         under Section 2.1 of the Agreement, the Consulting Fees under Section 2.2 of the Agreement,
                                         as well as the Company’s obligations under Paragraph 6 of this Release Agreement,
                                         are all subject to and conditioned upon my compliance with the covenants set forth in
                                         the Agreement (including, without limitation, Sections 4 and 5 thereof) and Paragraphs
                                         2 through 9 of this Release Agreement. In the event that, pursuant to the dispute resolution
                                         procedures set forth in Paragraph 13 below, an arbitrator determines that, on or prior
                                         to April 30, 2022, I have (i) breached any such covenants in any manner reasonably likely
                                         to be harmful to the business, business reputation or personal reputation of any of the
                                         Releasees and (ii) failed to cure (to the extent curable) any such breach within thirty
                                         (30) days’ written notice from the Company of such breach (any such determination,
                                         a “Prohibited Activities Violation”), the Company may require me to
                                         immediately repay to the Company up to 66.67% of any amounts previously paid to me (with
                                         the remaining 33.33% serving as consideration for the release of claims set forth in
                                         Paragraph 1 of this Release Agreement), in each case without limiting my obligations
                                         under this Release or the Company’s other rights and remedies available at law
                                         or in equity.



		c.	I
                                         am hereby advised to consult with an attorney before signing this Release Agreement;



		d.	I
                                         have 21 days from my receipt of this Release Agreement within which to consider whether
                                         to sign it as it pertains to the OWBPA Release (as defined below). I may choose to sign
                                         this Release (including the OWBPA Release) before the expiration of the 21-day consideration
                                         period, and, if I choose to do so, I understand that I do so voluntarily. I agree that
                                         changes to this Release Agreement, whether material or immaterial, will not restart the
                                         consideration period;



		e.	I
                                         have seven days following my signature of this Release Agreement to revoke the OWBPA
                                         Release; and



		f.	the
                                         OWBPA Release shall not become effective or enforceable until the revocation period of
                                         seven days has expired.



If
I choose to revoke the OWBPA Release, I must do so by notifying the Company in writing within the applicable revocation period.
This notification must be mailed either first class or certified mail to Executive Services:  The Coca-Cola Company, One
Coca-Cola Plaza, Atlanta, Georgia 30313. 


Notwithstanding
any other provision or paragraph of this Release Agreement, I understand that by signing this Release Agreement I do not hereby
waive any rights or claims:  (a) for unemployment or workers’ compensation, (b) that arise after I sign this Release Agreement,
(c) pertaining to vested benefits under any retirement plan governed by the Employee Retirement Income Security Act (ERISA), (d) for
payments that may be due under the Agreement, (e) for which private waivers or releases are prohibited by applicable law, and (f) for
indemnification under the Company’s bylaws or the bylaws of any Company subsidiary, or under statute or any insurance or other
indemnification policies, including the Company’s Directors and Officers Liability Insurance policy, in respect of my service as
an employee of the Company. In addition, I understand that nothing in this Release Agreement shall be construed to prevent me from filing
or participating in a charge of discrimination filed with the Equal Employment Opportunity Commission (the “EEOC”)
or any similar state or local agency, or a charge with the National Labor Relations Board (the “NLRB”) or any other
governmental agency, but I hereby waive any rights to any relief of any kind should the EEOC pursue any claim on my behalf. I further
understand that this Paragraph 1 is not intended to restrict or limit in any way the Protected Rights set forth below in Paragraph 7
of this Release Agreement. However, by signing this Release Agreement, I waive the right to recover any monetary damages for any alleged
injury (whether physical or emotional) personally suffered by me, individual relief, or attorneys’ fees from the Company or the
Releasees in any claim, charge, or lawsuit filed by me or any other person or entity. If there is any claim for loss of consortium, or
any other similar claim, arising out of or related to my employment or separation of employment with the Company, I will indemnify and
hold Releasees harmless from any liability, including costs and expenses (as well as reasonable attorneys’ fees) incurred by the
Releasees as a result of any such claim. I acknowledge and represent that: (a) I received all compensation due to me as a result of services
performed for the Company with receipt of my final paycheck; (b) I have reported to the Company any and all work-related injuries incurred
by me during my employment by the Company; (c) I have not engaged in any act or omission in violation of the Company’s Code of




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Business
Conduct (the “COBC”); (d) I am not aware of any act, failure to act, practice, policy, or activity that I believe
may violate the COBC; (v) no one has interfered with my ability to report to the Company any possible violations of the COBC or any law;
and (vi) I have reported to the Company any actual or suspected Code violations. I additionally understand and agree that this Release
is not and shall not be construed to be an admission of liability of any kind on the part any of the Releasees.


 






2.          Future
Cooperation. I covenant and agree that I shall, to the extent reasonably requested by the Company, cooperate with and
serve in any capacity requested by the Company in any investigation and/or threatened or pending litigation (now or in the future
and including any arbitration or proceeding before any authority) in which the Company and any of its current or former officers,
employees, representatives or agents are a party, and regarding which I, by virtue of my employment or other engagement with the
Company, have knowledge or information relevant to said matter, including, but not limited to (a) meeting with representatives
of the Company to provide truthful information regarding my knowledge, (b) acting as the Company’s representative, (c) providing,
in any jurisdiction in which the Company requests, truthful testimony relevant to said litigation, and (d) providing assistance
with respect to any settlement discussion and/or proceedings before any administrative, regulatory, judicial, legislative or other
body or agency, provided the Company reimburses me for reasonable expenses incurred in connection with such cooperation. I understand
that this Paragraph 2 is not intended to restrict or limit in any way the Protected Rights set forth in Paragraph 7 of this Release
Agreement.


3.          Trade
Secrets and Confidential Information. 


		a.	I
                                         covenant and agree that I have held and shall continue to hold in confidence all Trade
                                         Secrets of the Company that came into my knowledge during my employment by the Company
                                         and shall not disclose, publish, or make use of at any time such Trade Secrets for as
                                         long as the information remains a Trade Secret. “Trade Secrets” means
                                         data or other information relating to the Business of the Company (as defined below)
                                         protectable as a trade secret under applicable law, including, without limitation, and
                                         without regard to form: technical or non-technical data, a formula, a pattern, a compilation,
                                         a program, a device, a method, a technique, a drawing, a process, financial data, financial
                                         plans, product plans, or a list of Customers (as defined below), vendors, or suppliers
                                         that is not commonly known by or available to the public and which information (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 obtain economic value
                                         from its disclosure or use and (ii) is the subject of efforts that are reasonable under
                                         the circumstances to maintain its secrecy. For purposes of this Release Agreement, the
                                         term Trade Secret does not include any data or information that has been voluntarily
                                         disclosed to the public by the Company (except where such public disclosure has been
                                         made by me without authorization) or that has been independently developed and disclosed
                                         by others or that otherwise enters the public domain through lawful means. I also
                                         covenant and agree that I will hold in confidence all Confidential Information of the
                                         Company that came into my knowledge during my employment by the Company and will not
                                         disclose, publish, or make use of such Confidential Information for as long as the information
                                         remains Confidential Information or the maximum period allowed under applicable law,
                                         whichever is longer. “Confidential Information” means data or other
                                         information relating to the Business of the Company (as defined below) that is or has
                                         been disclosed to me or of which I became aware as a consequence of or through my relationship
                                         with the Company and that has value to the Company and is not generally known to the
                                         Company’s competitors, including but not limited to methods of operation, names
                                         of Customers (as defined below), vendors, or suppliers, price lists, financial information
                                         and projections, route books, personnel data, and similar information. Confidential Information
                                         does not include any data or information that has been voluntarily disclosed to the public
                                         by the Company (except where such public disclosure has been made by me without authorization)
                                         or that has been independently developed and disclosed by others, or that otherwise enters
                                         the public domain through lawful means. I understand that this Paragraph 3 is not intended
                                         to restrict or limit in any way the Protected Rights set forth in Paragraph 7 of this
                                         Release Agreement.



		b.	The
                                         Company shall safeguard all information (whether or not in writing) pertaining to my
                                         employment (including personnel records) and resignation therefrom (including circumstances
                                         thereof) that is not available from any public source (other than by reason of the Company’s
                                         disclosure of such information to such source). Notwithstanding the foregoing, nothing
                                         contained herein shall prevent the Company from 







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		 	disclosing or otherwise utilizing any
                                         information (i) in any manner required by applicable law, judicial order or other governmental
                                         mandate or investigation or (ii) to the limited extent reasonably necessary to permit
                                         the Company’s defense of any claim made against it or its affiliates, directors,
                                         officers, employees or agents, or to permit the Company’s enforcement of any rights
                                         held by the Company under the Agreement (inclusive of the Release and OWBPA Release),
                                         which claim or rights are dependent upon the information so disclosed.


 


4.          Return
of Materials. I further covenant and agree that I have or shall promptly deliver to the Company all memoranda, notes,
records, manuals, or other documents, including all copies of such materials and all documentation prepared or produced in connection
therewith, containing Trade Secrets or Confidential Information regarding the Company’s business, whether made or compiled
by me or furnished to me by virtue of my employment with the Company. I shall promptly deliver to the Company all vehicles, computers,
credit cards, telephones, hand-held electronic devices, office equipment, and other property furnished to me by virtue of my employment
with the Company.


5.          No
Publicity. I will not publish or post any opinion, fact, or material, deliver any lecture or address, participate in the
making of any film, radio broadcast, television, internet, podcast, social media or other similar transmission, or communicate
with any representative of the media relating to the business or affairs of the Company, past, present or future, except (subject
at all times to my obligations under Paragraph 6 of this Release Agreement) with respect to any project (other than any litigation
project) or initiative that was, prior to the date of this Agreement, released into the public domain though lawful means, for
which I was responsible or otherwise directly supervised. I understand that nothing in this Release Agreement: (a) is intended
in any way to restrict or limit the Protected Rights set forth in Paragraph 7 of this Release Agreement or to intimidate, coerce,
deter, persuade, or compensate me with respect to providing, withholding, or restricting any communication whatsoever to the extent
prohibited by law; (b) shall prevent me from filing an administrative charge with the EEOC or participating in an investigation
or proceeding by the EEOC or any other governmental agency; or (c) shall prevent me from providing testimony or evidence if I
am subpoenaed or ordered by a court or other governmental authority to do so.


6.          Non-Disparagement.
I agree that I will not make any public statement, written or verbal, in any forum or to the media or take any action in disparagement
of the Releasees, including but not limited to negative references to the Company or its products, services, corporate policies,
or current or former directors, officers or employees, Customers (as defined below), suppliers, or business partners or associates,
or any statements in any manner reasonably likely to be harmful to the business, business reputation or personal reputation as
it is related to my knowledge about any of the foregoing in relationship to the Releasees. I understand that this Paragraph 6
is not intended to restrict or limit in any way the Protected Rights set forth in Paragraph 7 of this Release Agreement. The
Company also agrees that it will provide an irrevocable instruction to the individuals who constitute existing “named executive
officers” (as defined under Item 402 of Regulation S-K), in their capacity as the same, and to members of the Company’s
Board of Directors not to publicly disparage me in any manner likely to be harmful to my personal or business reputation; provided
that such individuals may respond accurately and fully to any question, inquiry or request for information when required by
legal process or otherwise make accurate statements in connection with any investigations or audits or in the good-faith performance
of such executive officers’ duties or obligations to the Company.


7.          Protected
Rights. I understand that nothing in this Release Agreement is intended to limit my ability to make disclosures to, or
initiate or participate in communications with, the EEOC, the NLRB, the Occupational Safety and Health Administration, the Securities
and Exchange Commission (including Pursuant to Section 21F of the Securities Exchange Act of 1934, as amended) or any other federal,
state or local governmental agency or commission (“Government Agencies”) or to respond truthfully in response
to valid legal process. I further understand that I do not need to notify the Company or seek the Company’s prior authorization
before making such disclosures or engaging in such communications.


 


8.          Inventions, Discoveries
and Authorship. 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 have made or may make, solely or jointly with others, while in the employ
of the Company, that (a) relate to or are useful to or may be useful in connection with business of the nature, type or character
carried on or contemplated by the Company, or (b) were or are made using the Company’s equipment, supplies, facilities,
or trade secret information and all my rights, title, and interest in and to any and all Patent Properties (as defined below);
and upon request of the Company, whether during or subsequent to my employment with the Company, I will 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, and Patent Properties and to secure or maintain such Patent Properties. For the purpose
of this Release Agreement, “Patent Properties” shall mean any and all domestic and 




    	4



    	 



    




foreign (i) applications for utility
patents, design patents or industrial designs, petty patents, utility models, or Gebrauchsmuster, as well as any divisions, continuations,
or other application claiming the priority of any of the above and covering such inventions and discoveries; (ii) utility patents, design
patents or industrial designs, petty patents, utility models, or Gebrauchsmuster granted for such inventions and discoveries; and (iii)
reissues, extensions and revivals of any of the above. All necessary and proper expenses in connection with the foregoing will be borne
by the Company, and, if I perform services in connection therewith at the Company’s request after termination of my employment
with the Company, the Company will pay reasonable compensation for such services. Any inventions and discoveries relating to the Company’s
business made or conceived by me within one year after termination of my employment with the Company will be deemed to be within this
provision, unless I can prove that such conception or invention is not based upon or related to any Confidential Information or Trade
Secrets, as defined herein, of which I became aware during and pursuant to my employment with the Company. I also assign to the Company,
without charge, all my rights, title, and interest in and to all original works of authorship fixed in any tangible form or medium or
expression that have been or are prepared by me, solely or jointly with others, within the scope of my employment with the 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 will be a “work made for hire” and will be owned by the Company as to contract formation, interpretation
and construction issues, and by the federal patent and copyright laws of the United States as to potential copyright issues.


9.          Non-Competition and Non-Solicitation.
I agree that for two years after my employment with the Company ends for any reason whatsoever, I will not, directly or indirectly,
except with the prior written consent of the Company: (a) enter into or maintain an employment, contractual, or other relationship
to perform the Prohibited Activities (as defined below) in the Territory (as defined below) for or on behalf of any person or
business entity that competes with the Business of the Company (as defined below); (b) enter into or maintain an employment, contractual,
or other relationship to perform the Prohibited Activities (as defined below) in any geographic area in which the Company did
business during my employment, for or on behalf of any Customer (as defined below) of the Company with whom I had material contact
during my employment with the Company; (c) enter into or maintain an employment, contractual, or other relationship to perform
the Prohibited Activities (as defined below) in any geographic area that the Company did business during my employment, for or
on behalf of any company listed in Attachment B to this Release Agreement; (d) solicit or encourage, or attempt to solicit or
encourage, directly or by assisting others, any Customer (as defined below) to do business with any person or entity that competes
with the Business of the Company (as defined below) for purposes of providing products or services that are competitive with those
provided by the Company, whether or not the relationship between the Company and such Customer (as defined below) was originally
established in whole or in part through my efforts, if the Customer solicited is one with which I had material contact on the
Company’s behalf during my employment with the Company; and/or (e) solicit or encourage, or attempt to solicit or encourage,
any person who is an employee of the Company, or who was an employee of the Company at any time during my employment with the
Company, and with whom I had contact during my employment with the Company, to terminate his or her employment with the Company
or to accept employment with any other person or entity. Notwithstanding the foregoing, nothing in this Agreement is intended
to restrict my ability to become a lawyer for or provide legal services to outside law firms or companies (other than the Competitors
listed on Attachment B) with which I engaged in my capacity as Senior Vice President, Global General Counsel, during my employment
with the Company.


10.          Representations;
Covenant Not to Sue. I hereby represent and affirm that I have not filed any lawsuit, charge, claim or complaint with
any Governmental Agencies or in any court against the Releasees. To the extent that any claims covered by the scope of this Release
Agreement are not subject to waiver by this Agreement under applicable law, I hereby covenant and agree not to sue or otherwise
seek any remedy or other form of relief against any of the Releasees relating to such claims.


11.          Definitions.
For purposes of this Release Agreement:


(a)          “Business
of the Company” means the development, production, marketing, sale and distribution of alcoholic or non-alcoholic beverages,
beverage enhancers and related services or similar activities conducted, authorized, offered or provided by the Company within
two years before the termination of my employment.


(b)          “Customer”
means anyone who is or was a customer of the Company during my employment with the Company, or 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 Company.


(c)          “OWBPA
Release” means the release of all claims as set forth in Paragraph 1 of this Release Agreement under the ADEA, as amended
by the OWBPA.



    	5



    	 



    




(d)          products
or services that are competitive with those provided by the Company means products or services that are non-alcoholic beverages,
beverage enhancers and related services of the type conducted, authorized, offered or provided by the Company within two years
prior to the termination of my employment.


(e)          “Prohibited
Activities” means the involvement in, development of, or oversight of legal, security, compliance, and governance matters
or strategies.


(f)          “Prohibited
Activities Covenants” means those covenants, individually and collectively, set forth in Paragraphs 3, 4, 5, 6, 8 and
9 of this Release Agreement.


(g)          “Territory”
means the geography described on Attachment A to this Release Agreement.


12.          Governing
Law; Forum. I hereby agree that this Release Agreement, and the rights and obligations established herein, shall be governed
and construed in accordance with the laws of the State of Georgia, irrespective of its choice-of-law rules; provided, however,
that Paragraph 8 of this Release Agreement (Inventions, Discoveries and Authorship) is to be governed by and interpreted in accordance
with the patent and copyright laws of the United States. I further agree that any litigation regarding this Release Agreement
or the claims released herein that is not subject to the arbitration provisions set forth in Paragraph 13 of this Release Agreement
shall be conducted in a court of competent jurisdiction in the State of Georgia, and I hereby irrevocably consent to the jurisdiction
of such courts.


13.         Arbitration
and Class Action Waiver. I understand and agree that, in the event that there is any dispute or claim arising out of or
relating to this Release Agreement, including any release of claims set forth in Paragraph 1 of this Release Agreement, my employment
by the Company, my promises or duties owed to the Company or the Company’s promises or duties owed to me, including, without
limitation, a dispute about the validity, enforceability, or coverage of this Release Agreement or the assertion of a claim covered
by this Release Agreement, all such disputes or claims will be resolved exclusively through a final and binding arbitration on
an individual basis only, and not in any form of class, collective, or private attorney general representative proceeding (the
“Class Action Waiver”).  Notwithstanding the foregoing, this Paragraph 13 shall not apply to any action
seeking injunctive relief arising out of or relating to Paragraph 3 of this Release Agreement (Trade Secrets and Confidential
Information), Paragraph 8 of this Release Agreement (Inventions, Discoveries and Authorship), and/or Paragraph 9 of this Release
Agreement (Non-Competition and Non-Solicitation). This binding-arbitration provision is governed by the Federal Arbitration Act
(9 U.S.C. §§ 1 et seq.) and is not intended to cover claims that cannot by controlling law be required
to be arbitrated, nor does it prevent the filing of a complaint with a governmental administrative agency to the extent that such
complaints are permitted, notwithstanding an agreement to arbitrate.  Such complaints include, without limitation, those
filed with the NLRB, EEOC, and/or the U.S. Department of Labor. I understand and agree that any arbitration proceeding initiated
under this Release Agreement will be governed by the American Arbitration Association’s Employment Arbitration Rules and
Mediation Procedures (the “AAA Employment Rules”) and that no other rules or procedures (including AAA’s
Supplementary Rules for Class Arbitrations) are to be applied to any such proceeding.  The AAA Employment Rules, which include
an explanation of the process for commencing an arbitration and other rules governing an arbitration, may be found at the AAA’s
web site, www.adr.org, or by searching for “AAA employment arbitration rules” using an internet search engine
such as Google.com.  In all cases where required by law, the Company will pay the AAA administrative fees, as well as the
arbitrator’s fees and expenses.  I understand and agree that I am responsible to pay my own legal fees and expenses
associated with any arbitration proceeding, subject to the arbitrator’s authority to award attorney fees, costs or other
remedies in accordance with applicable law.  A party may apply to a court of competent jurisdiction (i.e.,
a state court or the United States District Court for the District in which the facility location to which I was last assigned
by the Company is located) for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only
upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
 Notwithstanding any other clause contained in this Release Agreement or the AAA Employment Rules, any claim that all or
part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by
a court of competent jurisdiction and not by an arbitrator.  All other issues raised by the dispute between the Company and
myself, including without limitation a request for permanent injunctive relief and enforceability of the Release, shall be determined
by the arbitrator.


 


14.          General
Provisions. 


 


		a.	Entire
                                         Release. With the exception of any restrictive covenant agreements I have
                                         previously executed, which are not superseded by this Release Agreement, this Release
                                         Agreement (forming a part of the Agreement to which it is attached) is the complete understanding
                                         between me and the Company in respect of the subject matter of this Release Agreement
                                         and supersedes all prior agreements relating to the same subject matter to the extent,
                                         and only to the extent, that this Release Agreement is inconsistent with the provisions
                                         of such prior agreements. I expressly agree that the provisions of any agreement I have
                                         previously signed regarding 





    	6



    	 



    





		 	assignment
to the Company of all rights in and to certain inventions, discoveries, and original works of authorship relates to a different subject
matter, and the provisions of that agreement shall remain enforceable according to its terms and shall not be subject to Paragraph 13
of this Release Agreement (Arbitration and Class Action Waiver). By signing this Release Agreement, I acknowledge and affirm that I have
not relied upon any representations, promises or agreements of any kind except those set forth herein.



		b.	Severability.
                                         In the event that any provision of this Release Agreement should be held to be invalid
                                         or unenforceable, each and every other provision of this Release Agreement shall remain
                                         in full force and effect. Further, if any provision of this Release Agreement is found
                                         to be invalid or unenforceable, such provision shall be modified as necessary to permit
                                         this Release Agreement to be upheld and enforced to the maximum extent permitted by law.



		c.	Successors
                                         and Assigns. This Release Agreement inures to the benefit of the Company and
                                         its successors and assigns.



		d.	Amendment/Waiver.
                                         No amendment, modification or discharge of this Release Agreement shall be valid or binding
                                         unless set forth in writing and duly executed by each of the parties hereto.



15.          Acknowledgment.



 


		a.	I
                                         hereby acknowledge and affirm that I have read this Release Agreement carefully, that
                                         I have had a full and reasonable opportunity to consider this Release Agreement, and
                                         that I have not been pressured or in any way coerced, threatened, or intimidated into
                                         its execution.



		b.	I
                                         understand that it is my right to have this Release Agreement reviewed by an attorney
                                         of my choosing, and I have been encouraged to do so by the Company. By knowingly and
                                         voluntarily signing this Release Agreement below, I acknowledge and affirm that I fully
                                         understand each of this Release Agreement’s terms and conditions and that I intend
                                         to abide by each of them in every respect.



 


[Signature page
follows]







    	7



    	 



    




	 	 	 
	 	Solely for purposes of the OWBPA Release:
	 	 	 
	 	/s/ Bradley Gayton                                            
	 	Bradley Gayton
	 	 	 
	 	Date: April 20, 2021
	 	 	 
	 	Accepted and Agreed for all other purposes:
	 	 	 
	 	/s/ Bradley Gayton
	 	Bradley Gayton
	 	 	 
	 	Date: April 20, 2021
	 	 	 
	 	THE COCA-COLA COMPANY
	 	 	                                                                            
	 	By: 	/s/ Lisa Chang
	 	Name: Lisa Chang
	 	Its: Senior Vice President and Chief People Officer
	 	 	 
	 	Date: April 20, 2021









    	A-1



    	 



    




ATTACHMENT
A


 


1.        The following States of the
United States:


Alabama, Alaska, Arizona, Arkansas,
California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey,
New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South
Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, Wyoming.


2.        The following Territories of
the United States:


American Samoa, District of Columbia,
Federated States of Micronesia, Guam, Midway Islands, Northern Mariana Islands, Puerto Rico, Republic of Palau, Republic of the
Marshall Islands, U.S. Virgin Islands.


3.        Canada and Mexico.


4.        South America, Asia, Africa,
Europe, and Australia and Oceana.







    	A-1



    	 



    




ATTACHMENT
B


(Competitors
for purposes of Paragraph 9(c))


 


 


Prohibited Competitors:


PepsiCo., Inc.


Nestlé


Dr. Pepper Snapple Group, Inc.


Groupe Danone


Kraft Foods Inc.


Unilever


Cott Corporation


Starbucks



    	B-1