exv10w14



 





EXHIBIT 10.14




RESTRICTED STOCK UNIT AWARD





RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of                     ,
___, between PepsiAmericas, Inc., a Delaware corporation (the
“Corporation”), and                      , an employee of the Corporation or
one of its subsidiaries (the “Employee”).



          WHEREAS, the Board of Directors of the Corporation has established and the shareholders have
approved the Corporation’s 2000 Stock Incentive Plan, as most recently amended in 2005 (the
“Plan”);




          WHEREAS, the Management Resources and Compensation Committee of the Board of Directors of the
Corporation (the “Committee”), in accordance with the provisions of the Plan, has determined that
the Employee is entitled to a Restricted Stock Unit Award under the Plan;




          NOW, THEREFORE, in consideration of the foregoing and the Employee’s acceptance of the terms
and conditions hereof, the parties hereto have agreed, and do hereby agree, as follows:




     1. The Corporation hereby grants to the Employee, as a matter of separate agreement and not in
lieu of salary or any other compensation for services, ___Restricted Stock Units on the terms
and conditions herein set forth (the “Restricted Stock Units”).



     2. If the Employee shall have been continuously in the employment of the Corporation for a
period of three years from the date of grant of this Restricted Stock Unit Award (the “Restriction
Period”), the Corporation shall deliver to the Employee a lump sum cash payment equal to the
product of the number of Restricted Stock Units awarded under this Agreement multiplied by the fair
market value of the Corporation’s Common Stock on the third anniversary of the date of grant, or if
such date is not a trading day at the New York Stock Exchange then the first trading day
immediately following the third anniversary of the date of grant. If the Corporation’s Common
Stock is no longer traded on New York Stock Exchange, the Committee shall, with the advice of its
outside accountants, determine the fair market value of the Corporation’s Common Stock for purposes
of making this calculation.



     3. The Employee shall have no right under this Agreement to receive shares of Common Stock of
the Corporation. Further, the Employee shall have no right under this Agreement to vote or receive
dividends on shares of Common Stock of the Corporation.



     4. In the event of the termination of the Employee’s employment with the Corporation by reason
of (a) the Employee’s Retirement at a time when the Employee is at least 55 years of age, if
Corporation approved, and the Employee has been an employee of the



 









 




Corporation for at least five years, or (b) the death of the Employee, and if there then
remain any Restricted Stock Units subject to restrictions hereunder, then such restrictions shall
be deemed to have lapsed and a lump sum cash payment calculated in accordance with Section 3 shall
forthwith be delivered to the Employee (or the legatees under the last will of the Employee, or to
the personal representatives or distributees of the Employee). In the event of the termination of
the Employee’s employment with the Corporation by reason of the Employee’s Retirement at a time
when the Employee is at least 55 years of age, if Corporation approved, but the Employee has been
an employee of the Corporation for less than five years, and if there then remain any Restricted
Stock Units subject to restrictions hereunder, then such restrictions shall be deemed to have
lapsed on a prorated basis and a lump sum cash payment calculated in accordance with Section 3
shall forthwith be delivered to the Employee. Prorating for this purpose will be determined by
year based on grant year, with a standard grant date of February 28 for purposes of calculating
such proration.




     5. In the event of the termination of the Employee’s employment with the Corporation by reason
of the permanent and total disability of the Employee (within the meaning of Section 22(e)(3) of
the Code), and if there then remain any Restricted Stock Units subject to restrictions hereunder,
then the Restricted Stock Units shall continue to vest until such restrictions shall be deemed to
have lapsed.



     6. Should the Employee be a key employee as that term in defined in Section 416 of the
Internal Revenue Code, any payment hereunder resulting from termination of employment pursuant to
Section 4 or 5 shall be deferred until the later of six months from the date of the Employee’s
termination of employment or the date all restrictions applying to this Award lapse.



     7. Except as provided in Sections 4 and 5, if the Employee ceases to be an employee of the
Corporation during the Restriction Period, then the Restricted Stock Units to which the Employee
has not theretofore become entitled pursuant to Section 3 shall be forfeited, and all rights of the
Employee in and to such Restricted Stock Units shall lapse. In addition, the Committee shall from
time to time determine in its sole discretion whether any period of nonactive employment, including
authorized leaves of absence, or absence by reason of military or governmental service, shall
constitute termination of employment for the purposes of this Section.



     8. The granting of this Restricted Stock Unit Award shall not in any way prohibit or restrict
the right of the Corporation to terminate the Employee’s employment at any time, for any reason.
The Employee shall have no right to any prorated portion of the value of the Restricted Stock Units
otherwise deliverable to the Employee on the anniversary hereof next following a termination of
employment (whether voluntary or involuntary) in respect of a partial year of employment.



     9. Any payment required under this Agreement shall be subject to all requirements of the law
with regard to income and employment withholding taxes, filings, and making of reports, and the
Corporation and the Employee shall use their best efforts to satisfy promptly all such
requirements, as applicable.



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     10. In the event of a “change in control”, as that term is defined in the Plan, then the
Employee shall have all the rights specified in Paragraph 10(B) of the Plan, which shall include
the immediate lapsing of all restrictions on the Restricted Stock Units.



     11. Each capitalized word used in this Agreement without definition shall have the same
meaning set forth in the Plan, the terms and conditions of which shall constitute an integral part
hereof. For all purposes of this Agreement, references to employment with the Corporation shall
include employment with any of the Corporation’s subsidiaries.



     12. Any notice which either party hereto may be required or permitted to give the other shall
be in writing and may be delivered personally or by mail, postage prepaid, addressed to the
Treasurer of the Corporation at its principal office and to the Employee at his address as shown on
the Corporation’s payroll records, or to such other address as the Employee by notice to the
Corporation may designate in writing from time to time.



     13. Nothing herein contained shall confer on the Holder any right to continue in the
employment of the Corporation or interfere in any way with the right of the Corporation to
terminate the Holder’s employment at any time; confer on the Holder any of the rights of a
shareholder with respect to any of the Restricted Stock Units; affect the Holder’s right to
participate in and receive benefits under and in accordance with the provisions of any pension,
profit-sharing, insurance, or other employee benefit plan or program of the Corporation or any of
its subsidiaries; or limit or otherwise affect the right of the Board of Directors of the
Corporation (subject to any required approval by the shareholders) at any time or from time to time
to alter, amend, suspend or discontinue the Plan and the rules for its administration; provided,
however, that no termination or amendment of the Plan may, without the consent of the Holder,
adversely affect the Holder’s rights under the Restricted Stock Units.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	PEPSIAMERICAS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Senior Vice President
	 	 
	 
	 	 	 	 	 	 	 	 
	ACCEPTED:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Employee

	 	 	 	 	 	 	 	 







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