<PAGE>


                                                                   Exhibit 10.19


                                  ODWALLA, INC.

              IMPORTANT NOTICE AND AGREEMENT REGARDING TREATMENT OF
                   VESTED AND UNVESTED OPTIONS IN TENDER OFFER
                             UNDER THE ODWALLA, INC.
                       STOCK OPTION PLAN ADOPTED IN 1993,
               1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AND
           AMENDED AND RESTATED 1997 STOCK OPTION/STOCK ISSUANCE PLAN

1.  Attached as Exhibit A is a summary prepared by our stock plan administrator,
    which specifies all outstanding options you have been granted (the
    "Options") to acquire shares of Odwalla, Inc. ("Odwalla") common stock in
    accordance with an Option Agreement(s) under the Odwalla Stock Option Plan
    adopted in 1993, the Odwalla 1994 Non-Employee Directors' Stock Option Plan
    and/or the Odwalla Amended and Restated 1997 Stock Option/Stock Issuance
    Plan (as applicable, collectively and individually, the "Plan"). This Notice
    and Agreement explains the effect on your Options of the tender offer by The
    Coca-Cola Company ("TCCC") to purchase all outstanding Odwalla common stock
    in exchange for a cash payment at a price of $15.25 per share (the "Offer"),
    and the subsequent merger of a subsidiary of TCCC with and into Odwalla
    resulting in Odwalla becoming a wholly-owned subsidiary of TCCC (the
    "Merger"). PLEASE READ THROUGH THIS NOTICE AND AGREEMENT CAREFULLY, AS IT
    PROVIDES INSTRUCTIONS FOR WHAT YOU MUST DO TO OBTAIN A CASH PAYMENT FOR YOUR
    OPTIONS.

2.  On October 29, 2001 the Odwalla Board of Directors, by entering into the
    Agreement and Plan of Merger among TCCC, TCCC Acquisition Corp. (formerly
    known as Perry Phillip Corp.) and Odwalla dated October 29, 2001 (the
    "Merger Agreement") resolved to automatically accelerate and fully vest all
    outstanding options under the Plan upon the completion of the Offer (the
    "Expiration Date") for each option holder who executes and returns to
    Odwalla this Notice and Agreement. Accordingly, all of your Options that are
    not vested immediately prior to the Expiration Date will automatically
    accelerate and become fully exercisable upon the Expiration Date, subject to
    the conditions that you timely execute and return this Notice and Agreement
    to Odwalla and the successful completion of the Offer in accordance with the
    terms of the Merger Agreement. The Expiration Date is currently scheduled
    for December 6, 2001, although it is possible it could be extended in
    accordance with the terms of the Offer.

3.  Pursuant to the terms of the Merger Agreement, the Plan and all your Options
    thereunder will be cancelled and terminated in connection with the Offer and
    Merger. If the Offer is completed, you will be entitled to receive a cash
    payment in exchange for the cancellation and termination of your Options in
    an aggregate amount equal to (A) the product of (1) the number of shares of
    Odwalla common stock subject to your unexercised Options (both vested and
    unvested shares) and (2) the excess, if any, of the $15.25 per share Offer
    price over the applicable exercise price per share for the purchase of
    Odwalla common stock of your

<PAGE>

    Options, minus (B) all applicable federal, state and local taxes required to
    be withheld in respect of such payment (such aggregate amount, the
    "Cash-Out"). Your right to a Cash-Out is limited by and subject to the terms
    and conditions (including forfeiture) of your Options as set forth in your
    Option Agreement and the Plan.

4.  When you receive the Cash-Out depends upon whether you properly execute this
    Notice and Agreement. If you execute and return this Notice and Agreement in
    the enclosed envelope at any time prior to the Expiration Date, your
    Cash-Out will be paid to you in a lump sum as soon as administratively
    practical after the Expiration Date. However, if you do not execute and
    return this Notice and Agreement before the Expiration Date, you will not be
    entitled to receive your Cash-Out until the Merger is completed. It is
    possible that the completion of the Merger will not occur until several
    months after the Expiration Date. THUS, IN ORDER FOR YOU TO RECEIVE YOUR
    CASH-OUT AS SOON AS POSSIBLE, YOU MUST EXECUTE AND RETURN THIS NOTICE AND
    AGREEMENT BEFORE THE EXPIRATION DATE.

5.  If you are an employee or former employee, the Internal Revenue Service will
    consider your Cash-Out as the payment of wages for tax purposes, and you
    will be taxed at ordinary income rates. As with regular wages or
    supplemental wage payments, Odwalla will be required to withhold from your
    Cash-Out an amount based on the ordinary income you will recognize. This
    paragraph pertaining to the federal income tax consequences resulting from
    your receipt of a Cash-Out does not purport to be complete and you should
    refer to the applicable provisions of the Code. The tax rules relating to
    Options are complex and subject to change, and your personal situation may
    be such that some variation of the described consequences applies.
    Furthermore, the summary does not address other taxes that may affect you
    such as state and local income taxes, state estate, inheritance and gift
    taxes and foreign taxes. You are strongly urged to consult with your own tax
    advisors before participating in the Cash-Out, exercising any vested Options
    or disposing of any shares acquired upon the exercise of your Option.

6.  Again, by executing and returning this Notice and Agreement to Odwalla, you
    are agreeing to the cancellation and termination of your Options in exchange
    for the right to receive a Cash-Out following the Expiration Date, subject
    to the completion of the Offer. After returning this Notice and Agreement,
    you will have no further rights to acquire the Odwalla common stock
    represented by your Options if the Offer is completed. Regardless of whether
    or not you execute this Notice and Agreement, any unexercised Options will
    automatically expire upon the closing of the Merger and you will be paid the
    Cash-Out as soon as administratively practical after either the Expiration
    Date (if you execute and return this Notice and Agreement before the
    Expiration Date) or the closing of the Merger (if you do not).


<PAGE>


7.  Any questions about this Notice and Agreement or the effect of the Offer and
    Merger on your Options should be directed to Jim Steichen, Chief Financial
    Officer, 650-712-5517 or jsteiche@odwalla.com.

                                            Odwalla, Inc.,
                                            a California corporation

                                            By:  James R. Steichen
                                            Its:  Chief Financial Officer

I acknowledge receipt of a copy of this Notice and Agreement, and represent that
I am familiar with the terms and provisions hereof. I have reviewed this Notice
and Agreement in its entirety, have had an opportunity to obtain the advice of
counsel prior to executing this Notice and Agreement, and fully understand all
provisions of this Notice and Agreement. I hereby accept this Notice and
Agreement subject to all of the terms and provisions hereof, and hereby agree to
accept as binding, conclusive and final all decisions or interpretations of the
Odwalla stock plan administrator upon any questions arising under this Notice
and Agreement. I further agree to notify Odwalla upon any change in my residence
address indicated in this Notice and Agreement if such change should occur prior
to my receipt of the Cash-Out.

Dated:                                      Signed:
      -----------------------------                -----------------------------
                                                   Optionee


                                PRINT NAME:
                                           -------------------------------------


<PAGE>


                                                                       EXHIBIT A


        SUMMARY OF OUTSTANDING OPTIONS TO PURCHASE ODWALLA COMMON STOCK:

<TABLE>
<CAPTION>
                                                                           Applicable
            Name of Optionee                  Outstanding Options          Option Plan(1)    Exercise Price
------------------------------------------ -------------------------- ------------------- --------------------
<S>                                        <C>                        <C>                 <C>


------------------------------------------ -------------------------- ------------------- --------------------
</TABLE>


--------

(1) The Odwalla, Inc. Stock Option Plan adopted in 1993 is referred to as "Plan
    1." The Odwalla, Inc. 1994 Non-Employee Directors' Stock Option Plan is
    referred to as "Plan 2." The Odwalla, Inc. Amended and Restated 1997 Stock
    Option/Stock Issuance Plan is referred to as "Plan 3."