Exhibit
10.1


 


AGREEMENT FOR SEPARATION AND WAIVER


 


	
  Name:
                                                             (“Employee”)

  	
   

  	
  SSN:
                                              

  
	
   

  	
   

  	
   

  
	
  Hire Date:
                                                                            

  	
   

  	
  Termination/Effective Date:
                                                    

  



 


This Agreement between Employee and PepsiAmericas (as
defined below) is effective on
                                               .  The benefits to be provided to Employee are
fully explained in the Summary Plan Description and include the items set forth
below.


 


Benefits Summary:


a.               Salary
Continuance:            
weeks (           + 10
additional weeks for age 50+).


b.              Company payment for
continued Health and Insurance benefits for           
weeks (           + 10
additional weeks for age 50+).


c.               Tenure Lump Sum
Payment:            weeks
salary.


d.              Bonus:  Employee’s bonus due for                  ,
payable on or before                                         .


e.               Stock options:                                      
vested shares.  Employee has             
days after the Effective Date to exercise and purchase his vested shares in
accordance with the terms of all applicable Stock Option Agreements and the Company’s
Stock Option Plan.


f.                 Financial
planning services from Ayco through                                                      .


g.              Executive
Outplacement services through                                                      .


 


All monetary amounts identified and summarized above
will be less applicable deductions for taxes, FICA and insurance.  Employee’s account balances in any retirement
accounts will be distributed in accordance with the applicable plans.


 


EMPLOYEE
REPRESENTS AND AGREES THAT PRIOR TO THE EXECUTION OF THIS AGREEMENT HE WAS
ADVISED TO CONSULT WITH AN ATTORNEY TO DISCUSS ALL ASPECTS OF THIS
AGREEMENT.  EMPLOYEE FURTHER REPRESENTS
AND AGREES THAT HE HAS BEEN GIVEN A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS TO
CONSIDER THIS AGREEMENT.  TO THE EXTENT
HE HAS EXECUTED THIS AGREEMENT WITHOUT CONSULTING WITH AN ATTORNEY OR PRIOR TO
THE EXPIRATION OF THE 21 DAY PERIOD, HE HAS DONE SO VOLUNTARILY.  EMPLOYEE FURTHER REPRESENTS AND AGREES THAT
HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS
AGREEMENT AND THAT HE HAS KNOWINGLY AND VOLUNTARILY ENTERED INTO THIS
AGREEMENT.


 


PLEASE READ THE
ENTIRE DOCUMENT CAREFULLY BEFORE SIGNING BELOW. 
THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


By signing below you acknowledge and agree that you
have read, understood and signed or initialed each page of this Agreement.


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee

  	
   

  	
  For
  HR Use Only

  
	
   

  	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Presented to Employee

  	
   

  	
   

  
	
   

  	
   

  	
  Signed by Employee

  	
   

  	
   

  
	
  PepsiAmericas, Inc.

  	
   

  	
  HRIS Notified

  	
   

  	
   

  
	
   

  	
   

  	
  Benefits Start

  	
   

  	
   

  
	
   

  	
   

  	
  Deadline to Exercise
  Options

  	
   

  	
   

  
	
   

  	
   

  	
  Benefits End

  	
   

  	
   

  
	
   

  	
   

  	
  Lump Sum Election

  	
                 yes                no

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


1.  This
Agreement for Separation of Employment and Waiver, (including the attached Exhibit
A, the “Agreement”), is made by and between Employee, and PepsiAmericas, Inc.,
each of its subsidiaries, and each of its or their respective directors,
officers, shareholders, employees, agents and/or representatives (hereinafter,
collectively, the “Company”).  The
Agreement is made as a result of Employee’s severing employment with the
Company.  In executing this Agreement,
the parties intend and agree to settle fully and finally any and all
differences between them that have arisen or might arise from the employment relationship
and/or termination of employment.


 


2.  It is
understood that neither the negotiations for nor any actions taken in
fulfillment of the representations contained herein shall constitute an
admission that the Company has acted wrongfully or unlawfully toward Employee
or any other person, or that Employee has any rights or claims against the
Company.  The Company specifically
disclaims any liability to, or wrongful acts against, Employee.


 


3.  Employee understands that he is severing his
employment with the Company, that he will not be employed by the Company, and
that he will not apply for, or otherwise seek employment with the Company at
any time in the future without first notifying the Company of this
Agreement.   Any such re-employment shall
subject to immediate termination at management’s sole and exclusive direction
should it be determined that proper notification was not provided.


 


4.  Employee represents that he shall not make
any derogatory statements about the Company.  
Employee further represents that he will not (a) disclose trade secrets
of the Company or (b) for the next twelve (12) months, and with respect to
confidential information that is not a trade secret, disclose any of the
Company’s confidential information within or to a person or entity doing
business in the States or foreign countries where the Company operates as of
the Effective Date.


 


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5.  Employee represents and agrees that on or
before the Effective Date, he will promptly deliver to the Company all Company
property in his possession or control (including, but not limited to,
memoranda, records, notes, plans, manuals, notebooks, disks, diskettes, tapes
and any other materials containing any proprietary information of the Company,
intellectual property or trade secrets) irrespective of the location or form of
such material.  If requested by the
Company, Employee will provide the Company with written confirmation that all
such materials have been delivered to the Company as provided herein.


 


6.  Employee represents that he has not filed any
complaints, charges, lawsuits, or any other claims against the Company arising
out of the employment relationship and/or termination of employment and that,
except to enforce the terms of this Agreement, he will not do so at any time
hereafter.


 


7.  Employee agrees that he will keep the terms,
amounts and facts of this Agreement completely confidential and that he will
not disclose any information concerning this Agreement to anyone except his
immediate family, tax advisor or accountant, and legal counsel, provided that
each such person also agrees to keep this information confidential.  Employee agrees that the confidentiality and
nondisclosure of this Agreement has substantial economic value to the Company
and that a breach of this provision would cause the Company considerable harm.


 


8.  In consideration for the mutual promises and
obligations set forth in this Agreement, the Company will provide Employee with
the benefits specifically set forth herein. 
Employee agrees that he will promptly notify the Company if and when he
obtains other employment with medical coverage during the benefits continuation
period, and that his insurance benefits under the Company program shall
thereafter cease.  All benefits not
specifically provided for shall cease as of the Effective Date.


 


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9.  Employee understands and agrees that he has
twenty-one (21) days during which he can decide whether or not to enter into
this Agreement, during which time he is encouraged to consult with an
attorney.  Employee further agrees that
to the extent he so desires he has availed himself of that right.  Employee also understands that he has seven
(7) days following signature to revoke this Agreement by notifying the Company’s
Legal Department at 3501 Algonquin Road, Rolling Meadows, Illinois 60008, in
writing, of his decision to revoke.  Upon
expiration of the seven (7) day revocation period, this Agreement shall become
effective and enforceable and payment of consideration set forth herein shall
commence.


 


10.  As a material inducement to the Company to
enter into this Agreement, Employee irrevocably releases forever, with
prejudice, the Company and all persons acting by, through, under or in concert
with it, from all charges, complaints, claims, liabilities, obligations,
promises, agreements, rights, demands, costs, losses, debts, and expenses,
including attorney fees and costs actually incurred, of any nature, known or
unknown; suspected or unsuspected; including, but not limited to, rights under
federal, state or local laws prohibiting handicap, age, sex, or other forms of
discrimination, including by way of illustration, and not limitation, claims or
rights under Title VII, or the Age Discrimination in Employment Act of 1967, as
amended by the Older Workers Benefit Protection Act, and any and all other
state, federal and local labor and employment statutes, common law, or other
claims growing out of the employment relationship or growing out of any legal
restrictions on the Company’s right to hire or terminate its employees.  The Parties intend this release and waiver to
be as broad as the law permits, and Employee specifically understands that his
rights, if any, to raise a claim under the Age Discrimination in Employment Act
of 1967, as amended, are being waived herein in return for consideration
Employee would not otherwise be entitled to receive. Employee specifically does
not waive claims to enforce the Company’s performance under this Agreement which
may arise after the date this Agreement is fully executed.


 


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11.  As a further material inducement to the
Company to execute this Agreement, Employee agrees to cooperate in any matters
for which Employee has information.  “Cooperate”
means providing the Company with any and all information Employee possesses
concerning matters that arose during his employment, and includes, without
limitation, providing testimony.


 


12.  The benefits contained in this Agreement are
subject to termination, reduction, cancellation, or recoupment in the event
that the Company determines Employee has taken any action or engaged in any
conduct violative of the terms of this Agreement or Company policy.


 


13.  The provisions of this Agreement are
severable, and if any part of the Agreement is found to be unenforceable, the
other provisions shall remain fully valid and enforceable.  This Agreement shall survive the termination
of any arrangements contained in it.  For
the purposes of this paragraph, the salary continuation is the specific
consideration for Employee’s release of all claims against the Company.  All additional consideration or benefits
identified is for the other rights being waived by Employee herein.


 


14.  This Agreement sets forth the entire
agreement between the Employee and the Company, and fully supersedes any and
all prior discussions, agreements or understandings between them on the matter
of his employment, compensation, severance, insurance coverage and/or any other
benefits or perquisites available to Employee arising from his employment by
the Company.


 


15.  The parties agree and understand that any
claims relating to this Agreement must be brought only within the State or
Federal Courts sitting in Chicago, Illinois. 
The parties further agree that Illinois law shall apply to any dispute
arising under this Agreement.


 


16.  Employee covenants and agrees that except to
enforce the terms of this Agreement, he will never sue, institute, or cause to
be instituted, any claims, demand or suits against the Company, and that he
will defend, protect, indemnify and hold the Company harmless from any loss,
liability, damage or expense, including reasonable attorneys’ fees, incurred in
defending, or responding to or otherwise seeking relief from any claim, suit or
judgment incurred by reason of any claim asserted by him.


 


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EXHIBIT A - PAYMENT ELECTION FORM


 


By signing below, I acknowledge my election to receive severance payments
in the manner set out below:


 


                I elect to receive
my severance payments over time in accordance with my current payroll
schedule.  I understand that I cannot
change this election at any time during the severance pay period.


 


                I elect to receive
my severance payments in a lump sum.  I
acknowledge that by making this election, I shall not be entitled to receive
continuing medical and dental benefits under the group plans of the Company
after my last day of work, unless I obtain
and personally pay for coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”) to provide for coverage for myself and all
qualified beneficiaries.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  SS#

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:
                                               ,
                        

  	
   

  



 


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