0001104659-05-008395 Sample Contracts

RESTRICTED STOCK AWARD
Restricted Stock Award • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

RESTRICTED STOCK AWARD AGREEMENT dated as of , between PepsiAmericas, Inc., a Delaware corporation (the “Corporation”), and (Employee Name), an employee of the Corporation or one of its subsidiaries (the “Employee”).

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PepsiAmericas, Inc. 1999 Stock Option Plan Incentive Stock Option Agreement
Incentive Stock Option Agreement • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

WHEREAS, the Company has established and maintains the PepsiAmericas, Inc. 1999 Stock Option Plan (the “Plan”), which is incorporated into and forms a part of this Agreement.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters • Illinois

This Separation Agreement and Release (“Agreement”), entered into on February 18, 2005 and effective as of February 7, 2005 is by and between James W. Nolan (“Nolan”) and PepsiAmericas, Inc., a Delaware corporation., each of its subsidiaries or affiliates (hereinafter, collectively, the “Company”).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

INCENTIVE STOCK OPTION AGREEMENT dated as of , between IC INDUSTRIES, INC., a Delaware Corporation (the “Corporation”), and , an employee of the Corporation or one of its subsidiaries (the “Holder”).

STOCK OPTION AGREEMENT
Stock Option Agreement • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

This Agreement, dated as of , 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 , a director of the Company (hereinafter “Optionee”).

STOCK OPTION AGREEMENT
Stock Option Agreement • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

This Agreement, dated as of 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 , of legal age, of the Company and a resident of San Juan, Puerto Rico (hereinafter the “Optionee”).

RESTRICTED STOCK UNIT AWARD
Restricted Stock Unit Award • February 25th, 2005 • Pepsiamericas Inc/Il/ • Bottled & canned soft drinks & carbonated waters

RESTRICTED STOCK UNIT AWARD AGREEMENT dated as of , between PepsiAmericas, Inc., a Delaware corporation (the “Corporation”), and (Employee Name), an employee of the Corporation or one of its subsidiaries (the “Employee”).

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