PUT AND CALL OPTION AGREEMENT

Option Agreement

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This Option Agreement involves

Sellers and PEPSIAMERICAS, INC

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Title: PUT AND CALL OPTION AGREEMENT
Date: 8/3/2007
Industry: Beverages (Non-Alcoholic) Sector: Consumer/Non-Cyclical

PUT AND CALL OPTION AGREEMENT, Parties: sellers and pepsiamericas inc

EXHIBIT 10.3

7 June 2007

PUT AND CALL OPTION AGREEMENT

Between

MARINA BEZZUB
AGNE TUMENAITE

as Sellers

and

PEPSIAMERICAS, INC.
PEPSICO, INC.

as Buyers

Table of Contents


1. INTERPRETATION			3
2. GRANT OF THE OPTIONS			5
3. CONDITIONS			5
4. OPTION PERIOD			5
5. EXERCISE OF PUT OPTION			6
6. WARRANTIES			6
7. CONFIDENTIALITY			7
8. ANNOUNCEMENTS			8
9. ASSIGNMENT			8
10. VARIATION			8
11. WAIVER			8
12. ENTIRE AGREEMENT			8
13. COSTS			8
14. COUNTERPARTS			8
15. NOTICES; POWER OF ATTORNEY			9
16. GOVERNING LAW; ARBITRATION			10
17. LANGUAGE			11
ANNEX 1 SALE AND PURCHASE AGREEMENT			13

THIS AGREEMENT is made on 7 June 2007 between the following parties:

(1)		Marina Bezzub and Agne Tumenaite, each of whom are individuals residing in Republic of Lithuania (the “ Sellers ”); and

(2)		PepsiAmericas, Inc., a company incorporated in Delaware and PepsiCo, Inc., a company incorporated in North Carolina (the “ Buyers ”),

		(each a “ Party ” and together the “ Parties ”).

RECITALS

(A)

Limited Liability Company “Sandora” (the “ Company ”) was registered in the Ukraine on 8 October 1998 with registered number 1511 120 0000 0000 23 and identification number 22430008 and is a limited liability company.

(B)

As of the date hereof, the Sellers together hold 20% (twenty per cent.) of the participation interests in the Company. The remaining 80% (eighty per cent.) of the participation interests are held as of the date hereof by Igor Yevgenovych Bezzub, Raimondas Tumenas, Sergiy Oleksandrovych Sypko, Olena Mykhailivna Sypko, Oleksiy Sergiyovich Sypko and Andriy Sergiyovich Sypko (together, the “ Other Participants ”).

(C)

The Sellers have agreed the terms of a possible sale and purchase of their participation interests in the Company to the Buyers as set out in the Sale and Purchase Agreement attached hereto as Annex 1.

IT IS AGREED as follows:

1.		INTERPRETATION

1.1		In this Agreement, the following expressions have the following meanings:


		“ Applicable Law ”		means, with respect to any subject matter, action or document, each applicable statute, law, regulation, ordinance, rule, judgment, rule of common law (to the extent relevant), as well as any order, decree, directive, licence, and other restriction of any Governmental Entity;

		“ Business Day ”		means any day other than a Saturday or Sunday on which banks are normally open for general business in London, Kiev and Vilnius;

		“ Buyers ”		has the meaning given to it in the Preamble;

		“ Buyers’ Subsidiary ”		means any entity which is majority owned, directly or indirectly, by PepsiCo, Inc. and/or PepsiAmericas, Inc;

		“ Call Option ”		has the meaning given to it in Clause 2.2;


		“ Company ”		has the meaning given to it in the Recitals;

		“ Confidential Information ”		has the meaning given to it in Clause 13.1;

		“ Encumbrance ”		means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind having similar effect;

		“ Exercise Date ”		has the meaning given to it in Clause 5.1(a);

		“ Exercise Notice ”		means the written notice given in accordance with Clause 5.1 or Clause 6.1;

		“ LCIA Court ”		has the meaning given to it in Clause 16.2;

		“ Option Period ”		means the time during which the Options are capable of exercise, as set out in Clause 4.1 and Clause 4.2 respectively;

		“ Option ”		means the Put Option and the Call Option or either of them;

		“ Other Participants ”		has the meaning given to it in the Recitals;

		“ Other Party ”		has the meaning given to it in Clause 5.1;

		“ Party ” and “ Parties ”		has the meaning given to it in the Preamble;

		“ Put Option ”		has the meaning given to it in Clause 2.1;

		“ Related Agreement ”		has the meaning given to it in Clause 16.4;

		“ Rules ”		has the meaning given to it in Clause 16.2;

		“ Sale and Purchase Agreement ”		means the agreement for the sale and purchase of 20% of the participation interests in the Company in the form of Annex 1; and

		“ Sellers ”		has the meaning given to it in the Preamble;

1.2

In this Agreement:

	1.2.1		references to a “ person ” include an individual, body corporate (wherever incorporated), unincorporated association, trust or partnership (whether or not having separate legal personality), government, state or agency of a state, or two or more of the foregoing;

	1.2.2		references to the Preamble, a Recital, Clause or Schedule are to the preamble, recital, clause or schedule of this Agreement, and references to this Agreement include the Schedules;

	1.2.3		the headings in this Agreement do not affect its construction or interpretation;

	1.2.4		a reference to a document is a reference to that document as amended or modified from time to time in writing by the mutual consent of the Parties;

	1.2.5		references to writing shall be deemed to include any modes of reproducing words in a legible or non-transitory form;

	1.2.6		the singular includes the plural and vice versa and any gender includes any other gender; and

	1.2.7		references to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, tax principle, provision or any other legal concept shall, in respect of the Ukraine and Lithuania, be deemed to include the legal concept which most nearly approximates in that legal jurisdiction to the English legal term.

2.		GRANT OF THE OPTIONS

2.1		Subject to the condition in Clause 3.1 and in consideration of the Sellers granting the Buyers the Call Option referred to in Clause 2.2, the Buyers grant to the Sellers an option to require the Buyers to enter into the Sale and Purchase Agreement (the “ Put Option ”).

2.2		Subject to the condition in Clause 3.1 and in consideration of the Buyers granting the Sellers the Put Option referred to in Clause 2.1, the Sellers grant to the Buyers an option to require the Sellers to enter into the Sale and Purchase Agreement (the “ Call Option ”).

3.		CONDITIONS

3.1		The Options may only be exercised if the Buyers have, or a Buyers’ Subsidiary has completed the acquisition of at least 70% (seventy per cent) of the remaining participation interests in the charter capital of the Company from the Other Participants.

3.2		If the condition specified in Clause 3.1 has not been satisfied on 15 December 2007 or such later time as the parties may agree in writing, the Options shall lapse and this Agreement shall terminate and, subject to Clause 3.3, no Party shall have any claim against any other Party under this Agreement except in relation to any breach occurring before that date.

3.3		On termination of this Agreement in accordance with Clause 3.2 or otherwise, unless stated otherwise, Clauses 1 ( Interpretation ), 7 ( Confidentiality ), 8 ( Announcements ), 9 ( Assignment ), 10 ( Variation ), 12 ( Entire Agreement ), 13 ( Costs ), 15 ( Notices; Power of Attorney ) and 16 ( Governing Law; Arbitration ) shall continue in full force and effect but all other rights and obligations of the Parties shall cease immediately. Termination does not affect the Parties’ accrued rights and obligations as at termination.

4.		OPTION PERIOD

4.1		The Put Option may only be exercised after 4 November 2007 or, if later, the date on which the condition set out in Clause 3.1 is satisfied.

4.2		The Call Option may only be exercised after 4 November 2007 or, if later, the date on which the condition set out in Clause 3.1 is satisfied.

4.3		For the purposes of Clause 4.1 and Clause 4.2, the date of exercise of the Option is the date on which the Exercise Notice is served and not the date on which the Exercise Notice is deemed to be received in accordance with Clause 15.3.

5.		EXERCISE OF PUT OPTION

5.1		The Put Option shall be exercised only by the Sellers and the Call Option shall be exercised only by the Buyers (each, upon such exercise, the “ Exercising Party ”), in each case by giving notice (the “ Exercise Notice ”) to the other Party (the “ Other Party ”), which notice shall:

	(a)		include the date on which the Exercise Notice is given (the “ Exercise Date ”) as well as a statement to the effect that the Exercising Party is exercising the Option;

	(b)		be accompanied by a counterpart of the Sale and Purchase Agreement dated with the Exercise Date and duly executed by the Exercising Party.

5.2		Upon receipt of the Exercise Notice the Other Party shall promptly execute a counterpart of the Sale and Purchase Agreement and return the so executed Sale and Purchase Agreement to the Exercising Party.

5.3		Once given, an Exercise Notice may not be revoked by the Exercising Party without the written consent of the oth

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