Exhibit 10.21
December 12, 2001
Xx. Xxxxxx X. Xxxxx
Chairman
Capital City Holdings Inc.
Rivergate Executive Park
000 Xxx Xxxx Xxxxxxx
Xxxxx X-0
Xxxxxxxxxxxxxx, XX 00000
Dear Xxxxxx:
You and PepsiAmericas, Inc. (f/k/a Xxxxxxx Corporation) (the "Company") entered
into a letter agreement dated November 30, 2000 (the "Agreement"). The Agreement
sets forth the terms of your service to the Company as non-executive Chairman of
the Board of the Company. In recognition of your new title, Senior Chairman of
the Board, approved by the Board effective as of January 1, 2002, this letter
(the "Letter") amends the Agreement as follows:
1. Paragraph 3: Paragraph 3 of the Agreement is hereby amended and
restated in its entirety to read as follows:
"3. Your duties as Senior Chairman will include those customarily
performed by a senior chairman of a publicly-owned corporation,
including those set forth on Amended and Restated Exhibit A to this
Agreement."
2. Exhibit A: Exhibit A shall be replaced in its entirety by Amended and
Restated Exhibit A attached to this Letter.
3. Remaining Terms: Except as expressly set forth in this Letter, all
other terms and provisions of the Agreement shall remain in full force
and effect and are hereby ratified, adopted, approved and confirmed.
4. Binding Effect: This Letter shall be binding upon the parties hereto
and their respective successors and permitted assigns.
5. Capitalized Terms: Any capitalized terms used but not defined herein
shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Agreement.
If these terms are acceptable to you, please execute a copy of this Letter and
return it to me.
Very truly yours,
PEPSIAMERICAS, INC.
By:
---------------------------------------
Xxxxxx X. Xxxxxx
Chief Executive Officer
Accepted and agreed:
Xxxxxx X. Xxxxx
cc: Chairman, Compensation Committee
Corporate Secretary
Legal Counsel
PRIVILEGED AND CONFIDENTIAL
AMENDED AND RESTATED
EXHIBIT A
The duties of Xx. Xxxxx as Senior Chairman shall include:
o Recommending to the Board policies and procedures for the Board itself,
and, along with the Chairman and CEO, assuring that the Board is
organized appropriately and the committee structure is functioning
properly as measured against best practices of corporate boards.
o With the Chairman and CEO, leading the Board in commitment to
strategies that will enhance shareholder value, improve the business,
secure growth, and align the Company as an anchor bottler.
o With the Chairman and CEO, ensuring that the Board appropriately
addresses issues before the Company in a timely and effective manner.
o Providing counsel and support to the Chairman and CEO's plans for
significant organizational changes and human resource deployment.
o Sharing with the Chairman and CEO insights from Xx. Xxxxx' experience
and past practices which can be useful in the general management of the
Company.
o Serving as a sounding board for the Chairman and CEO.
o With the Board, Chairman and CEO, determining qualities and talents
needed in new directors and participating in the recruitment and
selection process of such directors.
o Carrying out such other responsibilities, consistent with Xx. Xxxxx'
position as Senior Chairman, as the Board may from time to time
reasonably request.
