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EXHIBIT 10.20
DEFERRED COMPENSATION AGREEMENT
FOR OFFICERS OR KEY EXECUTIVES
OF THE COCA-COLA COMPANY
THIS AGREEMENT, made and entered into this ____ day of
_______________, 199__, by and between The Coca-Cola Company, a Delaware
corporation (the "Company") and ___________________ of _____________,
____________ (the "Executive").
WHEREAS, the Company and the Executive desire to enter into a deferred
compensation agreement (the "Agreement"), effective _________ __, 199__;
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Deferral. Effective __________________, the Company will
credit _______ Dollars ($____________) per month of the Executive's salary to
a deferred account (the "Deferred Account") pursuant to this Agreement and will
reduce the amount of the Executive's salary currently paid to him in such month
by the amount of such credit. The Deferred Account will be subject to the
following terms and conditions:
(a) Beginning _________ ___, 19__ and at the end of every
calendar quarter thereafter (and, upon payment in accordance with
subparagraph 1(b) hereof) so long as there is a balance in the
Deferred Account, the Company will credit to the Deferred Account an
additional amount equal to the average daily balance of the Deferred
Account during such calendar quarter (or, in the event of payment
under subparagraph 1(b) hereof, the average daily balance of the
Deferred Account during the period commencing on the first day of the
calendar quarter during which such payment is made and ending on the
date of such payment) times a percentage rate equal to the Applicable
Federal Rate (as defined in regulations promulgated under Section 14
of the Securities Exchange Act of 1934) plus __ basis points times a
fraction, the numerator of which is the number of days which have
elapsed since the end of the immediately preceding calendar quarter
and the denominator of which is 365.
(b) Within sixty (60) days of Executive's death,
disability (within the meaning of Section 22(e) of the
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Internal Revenue Code of 1986, as amended) or on April 1 of the year
following the Executive's retirement, the entire amount of the
Deferred Account, including additional amounts credited thereto in
accordance with subparagraph 1(a) hereof, will be paid to Executive or
to such other person or persons as shall have been designated pursuant
to paragraph 2 of this Agreement.
2. Designation of Beneficiary. Any and all payments which may
fall due hereunder after the death of the Executive shall be paid to such
person or persons as shall have been designated in writing by the Executive
prior to the time of his death, provided that such designation has been filed
with the Office of the Secretary of the Company. In the event the Executive
should fail to make such designation, then any and all such payments shall be
made to the personal representative of the Executive. The receipt of any
person who has furnished the Company with evidence of his or her authority to
receive payments under this paragraph shall be a full and complete release to
the Company of all obligations in respect to such payments.
3. Assignment. The right of the Executive or any other person to
the payment of benefits under this Agreement shall not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent and
distribution. Neither the Executive nor his estate shall under any
circumstances have any option or right to require payments hereunder otherwise
than in accordance with the terms hereof and after the terms and conditions
herein expressed have been met.
4. Segregation of Assets. The establishment of the Deferred
Account on the books of the Company and the maintenance of the Deferred Account
in accordance with the provisions of this Agreement shall not require the
Company to set aside or segregate any of its assets, and the Executive's
position shall be that of a general creditor.
5. Termination. The Executive may terminate this Agreement as to
future deferrals by delivering written notice to the Secretary of the Company
prior to the beginning of the calendar quarter in which such deferrals shall
cease; however, past deferrals and the election to make such deferrals prior to
the beginning of such quarter shall be irrevocable and amounts so deferred can
be paid out only in accordance with paragraph 1 hereof.
6. Waiver. All waivers must be in writing, and the waiver by
either party of a breach or violation of any provision of this Agreement shall
not operate as or be construed to be a waiver of any subsequent breach hereof.
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7. Severability. If any term, covenant or condition of this
Agreement or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Agreement or the
application of such terms, covenants and conditions to persons or
circumstances, other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, covenant or
condition of this Agreement shall be valid and be enforced to the fullest
extent permitted by law.
8. Governing Law. This Agreement shall be interpreted, construed
and governed according to the laws of the State of Georgia.
IN WITNESS WHEREOF, the Company has hereunto caused this Agreement to
be executed and sealed by its duly authorized officer, and the Executive has
hereunto set his hand and seal, all being done in duplicate originals with one
original being delivered to each party on the day and year first above written.
THE COCA-COLA COMPANY
By: _________________________________
Title: ______________________________
[Corporate Seal]
Attest:
_______________________________
Secretary
_______________________________(SEAL)
Executive
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