Exhibit 10.1
Repurchase Plan
10b5-1 Repurchase
Plan
Repurchase Plan, dated
December 9, 2005 (this “Repurchase Plan”), between
PepsiAmericas, Inc. (the “Issuer”) and J. P.
Morgan Securities Inc. (“JPMSI”).
WHEREAS, the Issuer desires to
establish this Repurchase Plan to repurchase shares of its common
stock (the “Stock”); and
WHEREAS, the Issuer desires to
engage JPMSI to effect repurchases of shares of Stock in accordance
with this Repurchase Plan;
NOW, THEREFORE, the Issuer and JPMSI
hereby agree as follows:
1.
(a)
Subject to the Issuer’s
continued compliance with Section 2 hereof, JPMSI shall effect
a purchase or purchases (each, a “Purchase”) of up to
2,000,000 shares of the Stock (the “Total Plan Shares”)
as set forth in Annex 1.
(b)
Purchases may be made in the open
market or through privately negotiated transactions. JPMSI
shall comply with the requirements of paragraphs (b)(2),
(b)(3) and (b)(4) of Rule 10b-18 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), in connection with Purchases of Stock in the open
market pursuant to this Repurchase Plan. The Issuer agrees
not to take any action that would cause Purchases not to comply
with Rule 10b-18, Rule 10b5-1 or Regulation M.
2.
The Issuer shall pay to JPMSI a
commission of $.02 cents per share of Stock repurchased pursuant to
this Repurchase Plan. In accordance with JPMSI’s customary
procedures, JPMSI will deposit shares of Stock purchased hereunder
into an account established by JPMSI for the Issuer against payment
to JPMSI of the purchase price therefor and commissions and other
amounts in respect thereof payable pursuant to this Section.
The Issuer will be notified of all transactions pursuant to
customary trade confirmations.
3.
(a)
This Repurchase Plan shall become
effective immediately and shall terminate upon the first to occur
of the following:
(1)
the ending of the Trading Period, as
set forth in Annex 1;
(2)
the purchase of the number of Total
Plan Shares pursuant to this Repurchase Plan;
(3)
the end of the second business day
following the date of receipt by JPMSI of notice of early
termination substantially in the form of Appendix A hereto,
delivered by telecopy, transmitted to (212) 622-0398, Attention:
Kelly Maslick, and confirmed by telephone to Jennifer Lynch at
(212) 622-2922;
(4)
the commencement of any voluntary or
involuntary case or other proceeding seeking liquidation,
reorganization or other relief under any bankruptcy, insolvency or
similar law or seeking the appointment of a trustee, receiver or
other similar official, or the taking of any corporate action by
the Issuer to authorize or commence any of the
foregoing;
(5)
the public announcement of a tender
or exchange offer for the Stock or of a merger, acquisition,
recapitalization or other similar business combination or
transaction as a result of which the Stock would be exchanged for
or converted into cash, securities or other property; or
(6)
the failure of the Issuer to comply
with Section 2 hereof.
(b)
Sections 2 and 12 of this Repurchase
Plan shall survive any termination hereof. In addition, the
Issuer’s obligation under Section 2 hereof in respect of
any shares of Stock purchased prior to any termination hereof shall
survive any termination hereof.
4.
The Issuer understands that JPMSI
may not be able to effect a Purchase due to a market disruption or
a legal, regulatory or contractual restriction or internal policy
applicable to JPMSI or otherwise. If any Purchase cannot be
executed as required by Section 1 due to a market disruption,
a legal, regulatory or contractual restriction or internal policy
applicable to JPMSI or any other event,
