Exhibit 10.11
AMENDMENT TO STOCK OPTION AGREEMENT
THIS AMENDMENT, dated as of June 15, 1998, is made by and between PEPSI-
COLA PUERTO RICO BOTTLING COMPANY, a corporation organized and existing under
the laws of the State of Delaware (hereinafter the "Company"), and XXXXXX XXX
(hereinafter the "Optionee").
W I T N E S S E T H:
WHEREAS, Company granted to Xxxxxx Xxx an option to purchase 1,516,667
shares of Class B common stock, par value $.01 per share (the "Nin Option"),
pursuant to that certain Stock Option Agreement dated October 15, 1996 (the "Nin
Stock Option Agreement"); and
WHEREAS, Nin and the Company desire to amend the Nin Stock Option Agreement
pursuant to the terms of this Amendment; and
WHEREAS, Nin acknowledges that P-PR Transfer, LLP (the "Transferee") is
relying on the amendment to the terms of the Nin Stock Option Agreement set
forth herein as a condition of entering into that certain transfer agreement
between the Company, Nin and Transferee, entered into on the date hereof (the
"Transfer Agreement") .
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. SECTION 3.01. Section 3.01 of the Nin Stock Option Agreement is
deleted in its entirety and replaced with the following:
The Option shall terminate and be of no further force and effect after 5:00
p.m. San Xxxx time on July 30, 2001 (the "Termination Date"). The Option
may be exercised in whole or in part until the Termination Date.
2. SECTION 5.03. Section 5.03 of the Nin Stock Option Agreement is
deleted in its entirety and replaced with the following.
Whenever Optionee shall make a written request to the Company to register
under the Act any Option Shares, the Company within thirty days after such
request is effective shall file a registration statement with respect to
and use its best efforts to register the Option Shares requested by
Optionee to be registered. The Optionee shall have the right to make only
two requests for registration under this Section 5.03.
3. SECTION 5.04. A new paragraph (xi) shall be added to the end of
Section 5.04 which shall read in its entirety as follows:
(xi) The Company's obligation to register the Option Shares under Sections
5.02 and 5.03 shall be suspended during any period that the resale by the
Optionee of the Option Shares is covered by an effective registration
statement on Form S-8 or a post-effective amendment thereto.
4. AMENDMENTS. This Agreement may not be amended, altered or modified
except by a written instrument executed by both parties hereto and consented to
in writing by Transferee.
5. TERMINATION. This Amendment shall terminate and be of no further
force and effect if the Closing (as defined in the Transfer Agreement) does not
occur on or prior to July 31, 1998.
IN WITNESS WHEREOF, the authorized representatives of the parties hereto
execute this Agreement on the date first above written.
COMPANY PEPSI COLA PUERTO RICO BOTTLING COMPANY
By:_________________________________________
Title:______________________________________
OPTIONEE
____________________________________________
Xxxxxx Xxx
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