Snapple 2009 Annual Report Download - page 150

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial
Officer, has concluded that, as of December 31, 2009, our disclosure controls and procedures are effective to
(i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded,
processed, summarized and reported within the time periods specified by the Securities and Exchange Commis-
sion’s rules and forms, and (ii) ensure that information required to be disclosed by us in the reports we file or submit
under the Exchange Act are accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f)of the Exchange Act. Under the supervision of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting. In making its assessment of internal control over
financial reporting, management used criteria issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that evaluation, our man-
agement concluded that our internal control over financial reporting is effective as of December 31, 2009.
Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2009, has been audited by
Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their attestation report,
which is included in Item 8, “Financial Statements and Supplementary Data,” of the Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
As of December 31, 2009, management has concluded that there have been no changes in our internal controls
over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On February 24, 2010, our Board approved in amendment to our Change in Control Severance Plan (“CIC
Plan”) to add Broadband 0 executives to the CIC Plan at a severance multiple of 2.75. The preceding summary is
qualified in its entirety by reference to the full text of the amendment, a copy of which is attached to this Annual
Report on Form 10-K as Exhibit 10.40.
On November 19, 2009, our Board authorized the repurchase of shares of its common stock at an aggregate
purchase price of up to $200 million (excluding commissions) (the “Original Total Share Authorization”). On
February 24, 2010, our Board authorized an $800 million increase in the Original Total Share Authorization, so that
the authorization repurchase of shares of its common stock is $1 billion.
On October 26, 2009, we announced that we entered into a letter agreement with our Chief Financial Officer,
John Stewart, regarding his early retirement and separation from the Company (the “Separation Agreement”). The
Separation Agreement contemplates that Mr. Stewart would continue in his position until March 31, 2010 to provide
support in preparing certain Company filings with the Securities and Exchange Commission and to assist in the
transition of the individual selected as his successor as chief financial officer. Mr. Stewart’s successor will not
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