PepsiAmericas Inc. (PAS), facing a potential purchase, said Friday that it has adopted a change-in-control plan for seven top executives.
PepsiCo Inc. (PEP) is attempting to consolidate its two anchor bottlers, PepsiAmericas and Pepsi Bottling Group Inc. (PBG), for about $6 billion - an offer both bottlers have rejected.
The plan adopted by PepsiAmericas provides incremental payments and benefits for the company's seven most senior executives and are designed to encourage participants to remain with the company in the context of a potential change in control, according to a filing with the Securities and Exchange Commission.
The company has also adopted a change-in-control severance plan for its employees, which covers the remaining executives and all other U.S. salaried employees.
Under the plan, the executive is entitled to payments and benefits if, during the two-year period after a change in control, the executive is terminated without cause or resigns for good reason.
The executive would be entitled to a monthly amount equal to the participant's base salary plus the participant's monthly target bonus for two years.
The executive would also receive a pro-rated lump sum amount equal to the target bonus in the year of the qualifying termination multiplied by the payout percentage attributed to the company's forecasted full-year performance; and continued medical, dental, life and long-term disability insurance coverage for two years.
Also included is outplacement services for up to one year with a maximum cost of $50,000 per participant; and financial and tax planning services for the participant.
The plan doesn't provide for any gross up for any excise taxes the executive may incur as a result of a change in control or termination of employment.
-Brian Kalish; Dow Jones Newswires; 202-862-1350; brian.kalish@dowjones.com
(END) Dow Jones Newswires
06-19-09 1702ET

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