Exhibit 10.1


 


Repurchase Plan


 


10b5-1
Repurchase Plan


 


Repurchase Plan, dated December 9, 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 2,000,000 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,
Rule 10b5-1 or Regulation M.


 


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 12 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 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


 


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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 December 9, 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.

  	
  J. P.
  Morgan Securities, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
					



 





















 


ANNEX 1


 


TRADING PARAMETERS


 


Trading
Period:  From
and including January 3, 2006 through March 10, 2006


 


Daily
Share Purchase Amount: 
Lesser of (a) 50,000 shares; (b) Exchange Act Rule 10b-18(b)(4) limit;
and (c) 33% of current trading day’s volume.


 


 


TRADE ORDER


 


Subject to Paragraph 4 and
Paragraph 6 of the Repurchase Plan dated December 9, 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.  Capitalized terms
used but not otherwise defined herein shall have the meaning assigned thereto
in the Repurchase Plan.