EXHIBIT 10.1


 


Repurchase Plan


	
   

  	
  

  



 


10b5-1
Repurchase Plan


 


Repurchase Plan, dated March 4, 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 2,250,000 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 or Rule 10b5-1.


 


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 13 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, such Purchase shall be cancelled and shall not be effected
pursuant to this Repurchase Plan.


 


5.                                       The Issuer represents and warrants, on the date
hereof and on the date of any amendment hereto, that: (a) it is not aware of
material, nonpublic information with respect to the


 


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Issuer or any securities of the Issuer (including
the Stock), (b) it is entering into or amending, as the case may be, this
Repurchase Plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1 under the Exchange Act or other applicable
securities laws and (c) its execution of this Repurchase Plan or amendment
hereto, as the case may be, and the Purchases contemplated hereby do not and
will not violate or conflict with the Issuer’s certificate of incorporation or
by-laws or, if applicable, any similar constituent document, or any law, rule
regulation or agreement binding on or applicable to the Issuer or any of its
subsidiaries or any of its of their property or assets.


 


6.                                       It is the intent of the parties that this
Repurchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B)
and  Rule 10b-18 under the Exchange Act,
and this Repurchase Plan shall be interpreted to comply with the requirements
thereof.


 


7.                                       At the time of the Issuer’s execution of this
Repurchase Plan, the Issuer has not entered into a similar agreement with
respect to the Stock.  The Issuer agrees
not to enter into any such agreement while this Repurchase Plan remains in
effect.


 


8.                                       Except as specifically contemplated hereby, the
Issuer shall be solely responsible for compliance with all statutes, rules and
regulations applicable to the Issuer and the transactions contemplated hereby,
including, without limitation, reporting and filing requirements.


 


9.                                       This Repurchase Plan shall be governed by and
construed in accordance with the laws of the State of New York and may be
modified or amended only by a writing signed by the parties hereto.


 


10.                                 The Issuer represents and warrants that the
transactions contemplated hereby are consistent with the Issuer’s publicly
announced stock repurchase program (“Program”) and said Program has been duly
authorized by the Issuers’ board of directors.


 


11.                                 The number of Total Plan Shares, other share
amounts and prices, if applicable, set forth in section 1(a) shall be
adjusted automatically on a proportionate basis to take into account any stock
split, reverse stock split or stock dividend with respect to the Stock or any
change in capitalization with respect to the Issuer that occurs during the term
of this Repurchase Plan.


 


12.                                 Except as contemplated by Section 3 (a) (3)
of this Repurchase Plan, the Issuer acknowledges and agrees that it does not
have authority, influence or control over any Purchase


 


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effected by JPMSI pursuant to this Repurchase
Plan and the Issuer will not attempt to exercise any authority, influence or
control over Purchases.  JPMSI agrees not
to seek advice from the Issuer with respect to the manner in which it effects
Purchases under this Repurchase Plan.


 


13.                                 The Issuer agrees to indemnify and hold harmless
JPMSI and its affiliates and their officers, directors employees and
representatives against any loss, claim, damage or liability, including legal
fees and expenses, arising out of any action or proceeding relating to this
Repurchase Plan or any Purchase, except to the extent that any such loss,
claim, damage or liability is determined in a non-appealable determination of a
court of competent jurisdiction to be solely the result of the indemnified
person’s willful misconduct.


 


14.                                 This Repurchase Plan may be executed in any number
of counterparts, all of which, taken together, shall constitute one and the
same agreement.


 


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IN WITNESS WHEREOF, the undersigned have signed
this Repurchase Plan as of the date first written above.


 


 


	
  J. P. Morgan Securities Inc.

  
	
   

  
	
  By: 

  	
  /s/ William D. O’Connell

  	
   

  
	
  Name: William D. O’Connell

  
	
  Title: Vice President

  
	
   

  
	
  PepsiAmericas, Inc.

  
	
   

  
	
  By: 

  	
  /s/ Andrew R. Stark

  	
   

  
	
  Name: Andrew R. Stark

  
	
  Title: Vice President and Treasurer

  
				



 


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Appendix A


 


Request
for Early Termination of Repurchase Plan


 


To: J. P. Morgan Securities
Inc.


 


As of the date hereof, PepsiAmericas, Inc. hereby requests termination of
the Repurchase Plan, dated March 4, 2005, in good faith and not as part of
a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable
securities laws.


 


IN
WITNESS WHEREOF, the undersigned has signed this Request for Early Termination
of Plan as of the date specified below.


 


 


PepsiAmericas, Inc.


 


 


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  [Date]

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 





















 


ANNEX 1


 


TRADING PARAMETERS


 


Trading Period: From and including March 15, 2005 through April 29, 2005


 


Daily Share Purchase Amount:  Lesser of 
(a) 75,000 shares; (b) Rule 10b-18(b)4 limit (25% of prior 4 weeks
ADTV); and (c) 33% of current trading day’s volume.


 


Maximum Price: $25
per share


 


 


TRADE ORDER


 


Subject to Paragraph 4 and Paragraph 6 of the Repurchase
Plan dated March 4, 2005 (the “Repurchase Plan”) to which this Annex I is
attached, each day during the Trading Period on which the New York Stock
Exchange is open for business, JPMSI shall use its best efforts to effect a
purchase or purchases (each, a “Purchase”) of the Daily  Share Purchase Amount, such Purchases
cumulatively not to exceed the Total Plan Shares and, in no case, will the
market price per share, excluding commissions, of any Purchase exceed the
Maximum Price.  Capitalized terms used
but not otherwise defined herein shall have the meaning assigned thereto in the
Repurchase Plan.