EX-10.1




 Exhibit 10.1 

[KEURIG DR PEPPER LETTERHEAD] 
 April 5,
2022 
 Robert J. Gamgort 
 Dear Bob, 

Pursuant to your discussions with the Board of Directors (the “Board”) of Keurig Dr Pepper Inc., a Delaware corporation
(the “Company”), you will transition from your positions as Chief Executive Officer and President of the Company effective as of July 29, 2022 (the “Transition Date”). You have agreed to continue your
employment as an officer of the Company after the Transition Date in the role of Executive Chairman of the Company’s Board. This letter agreement (this “Agreement”) outlines the principal terms and conditions of your employment
as Executive Chairman of the Company upon and following the Transition Date. Upon and following the Transition Date, your Amended and Restated Employment Agreement effective as of July 2, 2018 will be terminated and of no further force or
effect. 
  

	1.	 Term. You will serve as the Company’s Executive Chairman beginning on the Transition Date and
concluding on July 26, 2024 (such period, the “Term”), unless terminated earlier pursuant to the terms of this Agreement. 


  

	2.	 Base Salary. During the Term, your annualized base salary will be $1,000,000 (the
“Base Salary”). Your Base Salary will be paid in bi-weekly installments, consistent with the payroll schedule in place for all active employees as in effect from time to
time. 


  

	3.	 Annual Bonus. You will be eligible to participate in the Company’s Short Term Incentive Plan (STIP)
in accordance with the terms in effect at the time of the payout. Your target annual bonus during the Term will be 100% of your Base Salary. The program’s annual performance metrics will be based on achievement of specific financial targets set
by the Company, which will be consistent with the financial targets established for the Company’s Chief Executive Officer , as determined by the Company in its sole discretion. Your 2022 STIP payout will be
pro-rated based on your time, salary and bonus targets in the CEO position and subsequently the Executive Chair position. 



 

	4.	 Long-Term Incentives. 



 

	 	(a)	 On or around the Transition Date, you will be granted a one-time award
under the Keurig Dr Pepper Group Inc. Omnibus Stock Incentive Plan of 2019 in the form of time-based Restricted Stock Units with a grant date value of $5 million (the “LTI Award”), which will vest in full on the last day of the
Term, subject to your continued employment with the Company through such vesting date. In the event your employment is terminated by the Company without Cause as defined in the Company’s Severance Pay Plan for Executives (as such plan may be
amended in the future, the “Severance Plan”) prior to the last day of the Term, the LTI Award will be subject to pro-rata vesting. The LTI Award will be governed by and subject to the terms of an
award agreement to be provided to you under separate cover. 














	 	(b)	 Your previously granted Company equity awards will remain outstanding and eligible to vest in accordance with
the applicable plan documents and governing award agreements. For the avoidance of doubt, your previously granted Company equity awards will be subject to pro-rata vesting (i) upon your retirement on or
after attaining age 60 or (ii) upon any termination of employment by you or by the Company without Cause, in either case occurring at any time after May 2, 2021. 



 

	5.	 Benefits. You will be eligible to participate in the Company’s benefit plans for salaried employees
including medical, dental and vision plans, short-term and long-term disability programs, life insurance, savings and retirement plans. The Company reviews its benefits and incentive plans and programs periodically, and those plans and programs are
subject to change at the Company’s sole discretion. 


  

	6.	 Business and Travel Expenses. The Company will reimburse your reasonable travel, entertainment and other
business expenses incurred during the Term, in accordance with the Company’s policies as in effect from time to time. At your discretion, air travel for business or personal purposes as authorized by the Board or in accordance with the
Company’s policies as in effect from time to time may be by private jet and the Company will provide, pay for, or reimburse you for such expenses in accordance with the Company’s policies as in effect from time to time; provided, however,
that the Company will not provide you with any type of gross-up or other tax protection related to any such personal travel. 



 

	7.	 Other Terms. 


  


	 	(a)	 Restrictive Covenants. You hereby acknowledge and agree that you are and will continue to be bound by
the restrictive covenants set forth in your equity award agreements. 


  

	 	(b)	 Current Stock Holdings. You agree that you will continue to hold, and not sell, at least 50% of the
number of shares of the Company’s common stock that you hold as of the date hereof (4,528,186 shares), through the expiration of the Term. 


  

	 	(c)	 Duties. You agree that you will devote such of your business time and attention to the performance of
your duties hereunder as is required to carry out the responsibility of your role, and you will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such
services. You agree that you will limit your external public company directorships (other than the Company) to one, and to request the consent of the Board before accepting any such directorship. 



 

	 	(d)	 Company Policies. You agree that you shall continue to be subject to, and comply with, all Company
policies, including its Code of Conduct. 



  
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	 	(e)	 Severance Plan. You will participate in the Company’s Severance Plan, as amended by the Company on
or prior to the Transition Date. 


  

	8.	 Miscellaneous. This Agreement may not be modified or amended except by a written agreement, signed by
the Company and by you. This Agreement will be construed and enforced under and be governed in all respects by the laws of the State of Texas, without regard to the conflict of laws principles thereof. With respect to any claim or dispute related to
or arising under this Agreement, the parties hereto hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Collin County, Texas. EACH PARTY HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this
Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable,
then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. 



[Remainder of page is intentionally blank.] 

  
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 To confirm your acceptance of the terms of this Agreement, please return a signed copy of this document.

 Sincerely, 
 KEURIG DR PEPPER INC. 

 

			
	 By: /s/ Mary Beth
DeNooyer                    
	  	
	 Name: Mary Beth DeNooyer
	  	 Date: April 5, 2022

	 Title: Chief Human Resources Officer
	  	

 Acknowledged and Agreed: 
  

			
	 /s/ Robert J.
Gamgort                                
	  	
	 Robert J. Gamgort
	  	 Date: April 5, 2022



  
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