Exhibit 10n
January 1, 2000
Xx. Xxxxxxxx X. Xxxxx
Dear Xxxxx:
This letter will supplement and amend the Letter Agreement between you and the
Company dated May 18, 1998.
1. At the Company's request you have agreed to extend the date of your
anticipated termination of employment from June 30, 2000 to December 31,
2000.
2. This Agreement shall not be construed as an employment agreement and
Xxxxxxx may terminate your employment at any time provided, however, that
in the event that your employment is terminated involuntarily prior to
December 31, 2000, you shall receive:
a. The balance of your base salary, auto allowance and all other
compensation and benefits (including medical benefits) to which you
were entitled prior to your termination, such amounts to be paid and
such benefits accrued for your benefit not less than twice monthly
from the date of your termination through December 31, 2000, and;
b. A cash award at the "Target" level under the annual Management
Incentive Compensation Plan and the Long Term Compensation Plan
applicable to Xxxxxxx/Pepsi General executives for the full year 2000;
such amounts to be paid to you in January, 2001.
3. Prior agreements provide for the continuation of company-paid medical
benefits, life insurance and other benefits for a period of three years
after termination of employment. Under this agreement, the three-year
period for continuation of such benefits shall begin January 1, 2001,
notwithstanding your involuntary termination of employment prior to
December 31, 2000.
4. Upon your termination of employment all Xxxxxxx stock options then held by
you shall be exercisable in full, and to the extent not previously
exercised, each such option shall remain exercisable for the remainder of
the original term of such options, provided, however, the provisions of
this paragraph shall not apply in the event you voluntarily terminate your
employment prior to the date set forth in paragraph 1 hereof without the
written consent of Xxxxxxx.
5. In the event of your death while you are still employed by Xxxxxxx, the
severance compensation payable to you under prior agreements, as amended
and supplemented hereby, shall be paid to your executors, heirs or personal
representatives.
6. In the event of your death while you are still employed by Xxxxxxx or in
the event of your death after termination of your employment by Xxxxxxx,
your executors, heirs or personal representatives shall have the right to
exercise all Xxxxxxx stock options then held by you and not previously
exercised. Each such option shall remain exercisable by your executors,
heirs, or personal representatives for the remainder of the original term
of such option notwithstanding the limitation on exercise of such option by
your executors, heirs, or personal representatives contained in the
respective option agreements.
7. You acknowledge that Xxxxxxx corporate office employees may at some point
be transferred to the payroll of Xxxxxxx'x subsidiary, Pepsi-Cola General
Bottlers, Inc. ("Pepsi General"). To the extent any payments to you under
prior agreements, as amended and supplemented hereby, are made by Pepsi
General, then Xxxxxxx shall be relieved of such obligations.
This Letter Agreement shall become effective as of January 1, 2000. If you are
in agreement with the foregoing, please sign both copies hereof in the space
provided below and return one copy to Xxxxxxx.
Very truly yours,
Xxxxxxx Corporation Accepted and Agreed:
By: /s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxxx X. Xxxxx
------------------------- ------------------------
Xxxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxx
