exv10w17





Exhibit 10.17



AMENDMENT



This AMENDMENT (the “Amendment”) is
executed and entered into this 26th day of February, 2010, among
Dr Pepper Snapple Group, Inc., DPS Holdings Inc. (collectively the “Company”) and John O. Stewart.




WITNESSETH:



WHEREAS, Mr. Stewart and the Company are parties to that certain letter agreement, dated October
26, 2009, regarding the terms and conditions of Mr. Stewart’s separation from the Company (the
“Separation Agreement’); and



WHEREAS, Mr. Stewart and the Company wish to amend the Separation Agreement to change the date that
Mr. Stewart’s employment with the Company will cease.



NOW, THEREFORE, for and in consideration of the mutual agreements contained herein, and other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged and confessed,
the parties hereto agree as follows:



Amendments.



The following amendments are hereby made to the Separation Agreement:





	 	1.	 	The Date of Separation section is hereby amended to change the date that Mr.
Stewart’s employment with the Company will cease from March 31, 2010 to May 21, 2010 and
all references to March 31, 2010 in such section are hereby changed to May 21, 2010.
	 
	 	2.	 	The Equity Awards section is hereby amended to change the date that the vested
stock options under the Award Agreements must be exercised from July 31, 2010 to August 19,
2010.
	 
	 	3.	 	The Retention Bonus section is hereby amended to change (i) the date that the
remaining unvested stock options granted on May 7, 2008 will fully vest from March 31, 2010
to May 21, 2010, (ii) the date that such vested stock options must be exercised from July
31, 2010 to August 19, 2010, and (iii) add the following performance requirement to those
enumerated in the last paragraph of this section — “provide support in preparing the Form
10-Q for the quarterly period ending March 31, 2010”, which shall also be included as a
Retention Bonus Condition.
	 
	 	4.	 	Exhibit I is hereby deleted in its entirety and replaced with the attached
First Amended Exhibit I.




Miscellaneous.




          Unless otherwise provided, all defined terms used herein shall have the same meaning as are
ascribed to them in the Separation Agreement. All other terms and conditions contained in the
Separation Agreement shall remain unchanged and in full force and effect, except by necessary
implication.







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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above
written.




	 	 	 	 	 	 	 	 	 
	Dr Pepper Snapple Group, Inc.	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:

	 	Larry D. Young
	 	 	 	John O. Stewart	 	 
	Title:

	 	President & Chief Executive Officer	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	DPS Holdings, Inc.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name:

	 	Larry D. Young	 	 	 	 	 	 
	Title:

	 	President	 	 	 	 	 	 






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FIRST AMENDED EXHIBIT I



Equity Awards



For specific information regarding your equity grants, please see the table below:




Stock Options




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Exercisable	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	or to	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Exercise	 	become	 	 	 	 	 	Window to
	Grant Date	 	Plan	 	Number	 	Price	 	Exercisable	 	Vest Date	 	Status	 	Exercise
	 
	7-May-2008*	 	DPS08	 	 	76,892	 	 	$	25.36	 	 	 	25,632	 	 	7-May-2009	 	Vested	 	19-Aug- 2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 	25,630	 	 	7-May-2010	 	Vested	 	19-Aug- 2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 	982	 	 	21-May-2010	 	**	 	 
		 	Retention Bonus	 	 	 	 	 	 	 	 	 	 	24,648	 	 	21-May-2010	 	***	 	19-Aug- 2010
	2-Mar-2009	 	DPS08	 	 	75,583	 	 	$	13.48	 	 	 	25,195	 	 	2-Mar-2010	 	****	 	19-Aug- 2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 	5,493	 	 	21-May-2010	 	**	 	19-Aug- 2010





DPS Restricted Stock Units (RSU)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant Date	 	Plan	 	Number	 	Grant Price	 	To be Vested	 	Vest Date	 	Status
	 
	7-May-2008*	 	DPS08	 	 	23,659	 	 	 	—	 	 	 	16,075	 	 	21-May -2010	 	**
	 
	 	Retention Bonus	 	 	 	 	 	 	 	 	 	 	7,584	 	 	21-May -2010	 	***
	2-Mar-2009	 	DPS08	 	 	46,735	 	 	 	—	 	 	 	18,975	 	 	21-May -2010	 	**








 




			
	*	 	Founder’s grant made on date of demerger.
	 
	**	 	Represents prorata portion of options and RSU’s that vest as of May 21, 2010. In the case of
options it represents only the number of options from and after the last vesting date that will
vest on May 21, 2010.
	 
	***	 	Remaining unvested options and RSU’s (that would have otherwise terminated on your Date of
Separation) will vest on Date of Separation if the Retention Bonus Conditions are satisfied.
	 
	****	 	Employment is required on March 2, 2010 for the first one third of the total option grant to
vest.






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