EXHIBIT 99.1
[The Coca-Cola Company Letterhead]
April 1, 2005
Mr. Deval Patrick
Re: Agreement with The Coca-Cola Company
Dear Deval:
This Agreement will confirm the terms under which you will render legal advice
and other services from time to time for The Coca-Cola Company (the "Company").
(1) The term of your engagement will commence on April 1, 2005 and
will end on December 31, 2005.
(2) In the Company's discretion, you will provide confidential
advice and perspectives to the Company on business issues as
requested and assigned through my office. During the term of
this Agreement, there might be occasions where you will have
access to confidential or proprietary Company information. You
agree that you will not disclose any confidential matters
regarding the business or affairs of the Company during or
after the term of this Agreement. It is not the intent of this
Agreement that you act as the Company's representative in
connection with any services the Company requests you to
perform, and by entering into this Agreement, you acknowledge
and agree that you will not hold yourself out to the public or
any third party as a representative of the Company.
(3) As compensation for your availability and services to assure
the smooth and orderly transition of the Legal Function, the
Company will pay you $1,100,000 on or about April 1, 2005;
$500,000 on July 1, 2005; and $500,000 on October 1, 2005.
(4) You may perform the services contemplated by this Agreement at
any place you choose and you have no obligation to work any
particular hours during any period of time. The time you will
be requested to consult will not prevent you from accepting
other full time employment, but may require you to work
regularly throughout the term of this Agreement. The Company
will reimburse you for any out-of-pocket expenses authorized
by and incurred on behalf of the Company.
(5) You will perform services under this Agreement as an
independent contractor. You will not be an employee of the
Company for purposes of federal, state or local tax,
withholding or other laws, or for any other purpose. You
acknowledge full responsibility for reporting the compensation
you receive under this Agreement and for payment of all
applicable taxes. You will not be entitled to participate in
any employee benefit plans or programs of the Company, except
those in which you participate as a former officer or employee
of the Company. This Agreement shall not affect your
participation in any Company benefit plans or programs in
which you were participating prior to the date of the
Agreement. If worker's compensation coverage is applicable to
your services, it is your responsibility to provide such
coverage.
(6) You are free to accept other business opportunities including
full time employment, to the extent they do not violate the
covenant not to compete contained in the Agreement on
Competition, Trade Secrets and Confidentiality.
Very truly yours,
/s/ Cynthia McCague
Cynthia McCague
Accepted and agreed to this
1st day of April, 2005.
/s/ Deval Patrick
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Deval Patrick