ex10-1.htm


    EXHIBIT 10.1

     

    
FORM OF
RETENTION AGREEMENT (this “Agreement”) dated as
of May 3, 2009, between The Pepsi Bottling Group, Inc., a Delaware corporation
(the “Company”), and [NAME] (the “Executive”).

     

            WHEREAS
the Executive is a skilled and dedicated employee of the Company who has
important management responsibilities and talents that benefit the
Company;

    


    WHEREAS the Compensation and Management
Development Committee (the “Committee”) of the
Board of Directors of the Company (the “Board”) considers it
essential to the best interests of the Company and its shareholders to assure
that the Company and its subsidiaries will have the continued dedication of the
Executive, notwithstanding the possibility, threat or occurrence of a Change in
Control (as defined below); and

    


    WHEREAS the Committee believes that it
is imperative to diminish the distraction of the Executive by virtue of the
uncertainties and risks created by the circumstances surrounding a Change in
Control and to ensure the Executive’s full attention to the Company and its
subsidiaries during such a period of uncertainty;

    


    NOW, THEREFORE, in consideration of the
mutual agreements, provisions and covenants contained herein, and intending to
be legally bound hereby, the parties hereto agree as follows:

    


    SECTION
1.  Definitions.  For
purposes of this Agreement, the following terms shall have the meanings set
forth below:

    


    (a)  “Affiliate(s)” means,
with respect to any specified Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such specified Person; provided that
“Affiliate”, with respect to the Company and its Subsidiaries, shall not
include, prior to the Change in Control Date, PepsiCo, Inc. or any of its
Subsidiaries (other than the Company and its Subsidiaries).

    


    (b)  “Annual Base Salary”
means the Executive’s annual rate of base salary in effect immediately prior to
the Termination Date (without regard to any reduction in annual base salary
after the Change in Control Date that would give rise to Good
Reason).

    


    (c)  “Annual Bonus” means
the amount of the Executive’s target bonus under the Company’s annual incentive
plan for the Fiscal Year in which the Termination Date occurs (without regard to
any reduction in target bonus after the Change in Control Date that would give
rise to Good Reason).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (d)  “Cause” means the
occurrence of any one of the following:

    


    (i)  the
Executive’s continued and willful failure, for at least 14 days following
written notice from the Company, to perform substantially the Executive’s
employment duties (other than any failure to perform any employment duties that
would give rise to Good Reason), except as a result of incapacity due to
physical or mental illness or after delivery by the Executive of a Notice of
Termination for Good Reason;

    


    (ii)  the
Executive’s gross negligence or willful misconduct in the performance of the
Executive’s employment duties that results in material harm to the
Company;

    


    (iii)  the
Executive’s conviction of, or plea of guilty or nolo contendere to,
any felony;

    


    (iv)  the
Executive’s commission of an act of deceit or fraud in connection with the
performance of the Executive’s employment duties intended to result in personal
and unauthorized enrichment of the Executive at the Company’s expense;
or

    


    (v)  the
Executive’s material breach of a material obligation of the Executive to the
Company which, if correctable, remains uncorrected for 30 days following written
notice of such breach by the Company to the Executive.

    


    For purposes of this provision, no act
or failure to act on the part of the Executive shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of the Company.

    


    (e)  “Change in Control”
means the occurrence of any of the following events:

    


    (i)  any
individual, corporation, partnership, group, association or other entity (a
“Person”) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% or more of the outstanding Company Voting
Securities; provided, however, that for
purposes of this subparagraph (i), the following acquisitions shall not
constitute a Change in Control:  (A) any acquisition by the
Company or any Affiliate, (B) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Affiliate,
(C) any acquisition by an underwriter temporarily holding such Company
Voting Securities pursuant to an offering of such securities or (D) any
acquisition pursuant to a Reorganization (as defined below) that does not
constitute a Change in Control;

    


    (ii)  during
any consecutive two-year period, persons who constitute the Board at the
beginning of such period cease at any time to constitute at least a majority of
the Board (provided that any new Board member who was approved by a
majority of directors who began the two-year period shall be considered a
director who began the two-year period, but excluding, for purposes of this
proviso, any such individual whose assumption of office after the beginning of
such period occurs as a result of an actual or threatened proxy contest with
respect to election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board or the Company); or

     

     

     

    
      
        
        

      

      
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    (iii)  the
consummation of (A) a merger or similar form of corporate transaction (including
as a part of a series of other transactions) involving (x) the Company or
(y) if Company Voting Securities are issued or are issuable, any of its
Subsidiaries or (B) a sale, exchange or other disposition of all or
substantially all the assets of the Company (any such event, a “Reorganization”),
unless, immediately following such Reorganization, all or substantially all the
shareholders owning (directly or indirectly) Company Voting Securities
outstanding immediately prior to the Reorganization beneficially own, directly
or indirectly, 50% or more of the combined voting power of the then outstanding
voting securities of the corporation or other entity resulting from such
Reorganization (including a corporation or other entity that, as a result of
such transaction, owns the Company or all or substantially all the Company’s
assets either directly or through one or more subsidiaries) (the “Continuing Entity”)
in substantially the same proportions as their ownership, immediately prior to
the consummation of such Reorganization, of the outstanding Company Voting
Securities (excluding any outstanding voting securities of the Continuing Entity
that such beneficial owners hold immediately following the consummation of the
Reorganization as a result of their ownership prior to such consummation of
voting securities of any corporation or other entity involved in or forming part
of such Reorganization other than the Company or a Subsidiary).

    


    (f)  “Change in Control
Date” means the date on which a Change in Control occurs (if
any).

    


    (g)  “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated thereunder.

    


    (h)  “Company Voting
Securities” means common stock or other securities of the Company
ordinarily having the right to vote at elections of directors.

    


    (i)  “Disability” means the
Executive’s absence for a period of 180 consecutive business days as a
result of incapacity due to a physical or mental condition, illness or injury
which is determined to be total and permanent by a physician mutually acceptable
to the Company and the Executive or the Executive’s legal representative (such
acceptance not to be unreasonably withheld) after such physician has completed
an examination of the Executive; provided, however, that if an
amount payable pursuant to this Agreement constitutes deferred compensation
(within the meaning of Section 409A of the Code) and payment of such amount is
intended to be triggered pursuant to Section 409A(a)(2)(A)(ii) of the Code by
the Executive’s disability, such term
shall mean that the Executive is considered “disabled” within the meaning of
Section 409A of the Code; provided further that
Executive shall make himself available for such examination upon the reasonable
request of the Company, and the Company shall be responsible for the cost of
such examination.

     

     

    
      
        
        

      

      
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    (j)  “Equity Incentive
Plan” means any of the Company’s or any of its Affiliates’ equity-based
or equity-related plans, practices, policies or programs, including the 2004
Long-Term Incentive Plan, 2002 Long-Term Incentive Plan, 2000 Long-Term
Incentive Plan, 1999 Long-Term Incentive Plan, and Stock Incentive Plan, or any
award agreements thereunder.

    


    (k)  “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any
successor statute thereto.

    


    (l)  “Excise Tax” means the
excise tax imposed by Section 4999 of the Code, together with any interest or
penalties imposed with respect to such tax.

    


    (m)  “Fiscal Year” means a
fiscal year of the Company.

    


    (n)  “Good Reason” means,
without the Executive’s express written consent, the occurrence of any one or
more of the following:

    


    (i)  any
material reduction in the authority, duties, titles or responsibilities held by
the Executive immediately prior to the Change in Control Date or any assignment
to the Executive of duties or responsibilities that are materially inconsistent
with the Executive’s status, offices, titles and reporting relationships as in
effect immediately prior to the Change in Control Date;

    


    (ii)  (A)
any reduction in the Executive’s annual base salary (other than a reduction that
(x) is generally applicable on the same basis to all similarly situated senior
executives of the Company and (y) does not result, when aggregated with any
previous reductions in annual base salary, in an annual base salary that is less
than 90% of the Executive’s annual base salary as in effect immediately prior to
the Change in Control Date), (B) any material reduction in the Executive's
target annual bonus, other than a reduction that is generally applicable on the
same basis to all similarly situated senior executives of the Company, and (C)
any material reduction in the Executive's employee benefits in the aggregate
(without regard to annual bonuses);

    


    (iii)  any
change of the Executive’s principal place of employment to a location more than
35 miles from the Executive’s principal place of employment immediately
prior to the Change in Control Date;

    


    (iv)  any
failure of the Company to pay the Executive any compensation when due, other
than an inadvertent and isolated failure not occurring in bad faith that is
remedied within ten days after receipt of notice thereof given by the
Executive;

    


    (v)  delivery
by the Company or any Subsidiary of a written notice to the Executive relating
to the termination of the Executive’s employment for any reason, other
than Cause or Disability, in each case in accordance with this Agreement,
regardless of whether such termination is intended to become effective during or
after the Protection Period; or

     

     

    
      
        
        

      

      
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    (vi)  any
failure by the Company to comply with and satisfy the requirements of Section
11(c).

    


    (o)  “Payment” means any
payment, right, benefit or distribution (or combination thereof) by the Company,
any of its Affiliates or any trust established by the Company or its Affiliates,
to or for the benefit of the Executive, whether paid, payable, distributed,
distributable or provided pursuant to this Agreement or otherwise, including any
payment, benefit or other right that constitutes a “parachute payment” within
the meaning of Section 280G of the Code.

    


    (p)  “Protection Period”
means the period commencing on the Change in Control Date and ending on the
second anniversary thereof.

    


    (q)  “Qualifying
Termination” means any termination of the Executive’s employment
(i) by the Company, other than for Cause, death or Disability, that is
effective (or with respect to which the Executive is given written notice)
during the Protection Period or (ii) by the Executive for Good Reason that
is effective (or relates to circumstances constituting Good Reason that arose)
during the Protection Period.

    


    (r)  “Subsidiary” means any
entity in which the Company, directly or indirectly, possesses 50% or more of
the total combined voting power of all classes of its stock.

    


    (s)  “Termination Date”
means the date (if any) on which the termination of the Executive’s employment,
in accordance with the terms of this Agreement, is effective.

    


    SECTION
2.  Effectiveness and
Term.  This Agreement shall become effective as of the date
hereof (the “Effective
Date”).  This Agreement shall remain in effect until the second
anniversary of the Effective Date, except that, beginning on the first anniversary of the Effective Date and on
each anniversary thereafter (i.e., one year prior to the scheduled
expiration of the term hereof), the term of this Agreement shall be
automatically extended for an additional one-year period, unless the Company or
the Executive provides the other party with 60 days’ prior written notice before
the applicable anniversary that the term of this Agreement shall not be so
extended.  Notwithstanding the foregoing, in the event of a Change in
Control during the term of this Agreement (whether the original term or the term
as extended), this Agreement shall not thereafter terminate, and the term hereof
shall be extended, until the Company and its Subsidiaries have performed all
their obligations hereunder with no future performance being possible;
provided, however, that this Agreement shall only be
effective with respect to the first Change in Control that occurs during the
term of this Agreement.

     

     

    
      
        
        

      

      
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    SECTION
3.  Impact of a Change in
Control on Equity Compensation Awards.  Effective as of any
Change in Control Date during the term of this Agreement, notwithstanding
any provision to the contrary in any of the Company’s Equity Incentive Plans,
(A) all outstanding equity-based, equity-related and other long-term
incentive awards then held by the Executive that are subject to
performance-based vesting criteria (including restricted stock units granted
pursuant to any Strategic Leadership Awards (if any)) shall be deemed to have
been earned at the target performance level, provided that any
service-based vesting requirements applicable to such awards shall remain in
effect and shall only lapse, subject to Section 4, in accordance with the terms
of the applicable award as in effect on the Change in Control Date and (B) in
the event that any outstanding stock options, stock appreciation rights,
restricted shares, restricted stock units or similar awards then held by the
Executive that are then unexercisable or unvested are not assumed, rolled-over,
exchanged or otherwise continued in connection with the Change in Control on a
basis equivalent to that immediately prior to the Change in Control Date, such
rights and awards shall automatically and immediately be fully vested,
exercisable or settled, as applicable; provided that, in the event
that any such award constitutes “deferred compensation” (within the meaning of
Section 409A) and the exercise, payment or settlement of such award
pursuant to this Section 3 would result in the imposition of additional
taxes or penalties under Section 409A, such award shall automatically and
immediately cease to be forfeitable but shall not be exercisable, payable or
settleable, as the case may be, until the earliest date on which such award
would otherwise by exercisable, payable or settleable in accordance with its
terms and without the imposition of such additional taxes or penalties, all as
reasonably determined in good faith by the Company.

    


    SECTION
4.  Termination of
Employment.  (a)  Qualifying
Termination.  In the event of a Qualifying
Termination:

    


        (i)  Severance
Pay.  The Company shall pay the Executive an amount equal to
two (the “Multiple”) times the
sum of (A) the Executive’s Annual Base Salary and (B) the Executive’s
Annual Bonus, in a single lump-sum cash payment payable within ten days after
the date the release described in Section 4(a)(viii) becomes effective and
irrevocable (the “Release Effective
Date”); provided, however, that such
amount is paid in lieu of, and the Executive hereby waives the right to receive,
any other cash severance payment relating to salary or bonus continuation the
Executive is otherwise eligible to receive upon termination of employment under
any severance plan, practice, policy or program of the Company or any Subsidiary
or under any agreement between the Company and the Executive.

    


        (ii)  Prorated Annual
Bonus.  With respect to the annual bonus for which the
Executive was eligible under the Company’s annual incentive plan for the Fiscal
Year in which the Termination Date occurs, the Company shall pay to the
Executive an amount equal to the product of (A) the Executive’s Annual
Bonus and (B) a fraction, the numerator of which is the number of days elapsed
in the Fiscal Year in which the Termination Date occurs through the Termination
Date, and the denominator of which is 365, in a single lump-sum cash payment
within ten business days after the Release Effective Date.

     

     

    
      
        
        

      

      
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        (iii)  Continued Welfare
Benefits.  During the 24-month period following the Termination
Date, the Company shall permit the Executive to purchase continued medical,
dental and vision coverage for the Executive and the Executive’s eligible spouse
and dependents (if any) under the Company’s insurance plans pursuant to the
Consolidated Omnibus Reconciliation Act of 1985, as amended ("COBRA").  The
Company shall reimburse the Executive for the Executive’s purchase of such
continued coverage at the rate of  160% of the Executive's cost of
such continued coverage; provided, however that, in the
event that the release described under Section 4(a)(viii) does not become
effective prior to the 45th day after the Termination Date, the Company shall
cease to have any obligation to provide any such reimbursements; and provided, further, however, that any
continued coverage pursuant to this Section 4(a)(iii) shall cease upon the
Executive’s becoming eligible for comparable coverage from a subsequent
employer.  Any period of continued coverage pursuant to this Section
4(a)(iii) shall be recognized for purposes of satisfying the Company’s
obligations under COBRA.

    


        (iv)  Equity Compensation
Awards.  Notwithstanding any provision to the contrary in any
Equity Incentive Plan, upon the Termination Date, all outstanding equity-based,
equity-related and other long-term incentive awards (including restricted stock
units granted pursuant to the Strategic Leadership Awards (if any)) then held by
the Executive that were granted prior to the Change in Control Date and are then
unexercisable or  unvested shall automatically and immediately become
fully vested, exercisable or settled, as applicable; provided that, in the event
that any such award constitutes “deferred compensation” (within the meaning of
Section 409A) and the exercise, payment or settlement of such award
pursuant to this Section 4(a)(iv)
would result in the imposition of additional taxes or penalties under
Section 409A, such award shall automatically and immediately cease to be
forfeitable but shall not be exercisable, payable or settleable, as the case may
be, until the earliest date on which such award would otherwise by exercisable,
payable or settleable in accordance with its terms and without the imposition of
such additional taxes or penalties, all as reasonably determined in good faith
by the Company.

    


        (v)  Outplacement
Counseling.  During the number of years following the
Termination Date equal to 50% of the Multiple, the Executive shall be entitled
to reimbursement from the Company, upon the Executive’s presentation to the
Company of a written invoice from the applicable vendor requesting payment, for
the cost of executive level outplacement services offered by a vendor selected
by the Executive; provided that the
amount of such reimbursements shall not exceed $50,000 per year.

    


        (vi)  Early Retirement
Benefits.  In the
event that, as of the Termination Date, the Executive has (A) been credited with 10 years of
service under the Company’s Salaried Employees Retirement Plan and (B) attained
an age of at least 50 but
less than 55, the Executive
shall be eligible to receive the Special Early Retirement Benefits set forth on Exhibit
A hereto. In the event that, as of the Termination
Date, the Executive has (A) been credited with 10 years of service under the
Company’s Salaried Employees Retirement Plan and (B) attained an age of at least
55, the Executive shall be eligible to receive early retirement benefits as
provided for under the terms of the Company’s benefit plans.

     

     

    
      
        
        

      

      
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        (vii)  Accrued
Rights.  The Executive shall be entitled to (A) payments of any
unpaid annual base salary or other amount earned or accrued through the
Termination Date and for reimbursement of any unreimbursed business expenses
incurred through the Termination Date, (B) the Executive’s annual bonus
(determined in accordance with the applicable Company bonus plan) for the year
immediately prior to the year in which the Termination Date occurs in the event
that the annual bonus for such prior year has not been paid to the Executive by
the Termination Date, (C) any payments or benefits explicitly set forth in any
other agreements, benefit plans, practices, policies and programs (including the
Company’s vacation policies) in which the Executive participates and (D) any
other rights the Executive may have to welfare or fringe benefits (other than
severance benefits) under any other agreement or arrangement between the
Executive and the Company or any Subsidiary (the rights to such payments, the
“Accrued
Rights”).  For the avoidance of doubt, the Executive shall not
be permitted to defer or contribute any amounts under the PBG Executive Income
Deferral Program (the “EID Plan”) after the
Termination Date; provided that the
Executive’s account balances under the EID Plan shall be paid to the Executive
in accordance with the terms thereunder.

     

        (viii)  Release of
Claims.  Notwithstanding any provision of this Agreement to the
contrary, the Company shall not be obligated to make any payments described in
Section 4(a)(i)
or (ii), unless, on or before the 45th day after the Termination Date, the
Executive has executed and delivered a Separation Agreement and Release in the
form of Exhibit
B hereto and such release has become effective and irrevocable in
accordance with its terms prior to such 45th day.

    


    (b)  Non-Qualifying
Termination.  In the event of any termination of Executive’s
employment other than a Qualifying Termination (including a termination of
employment as a result of death or Disability), the Executive (and, in the case
of the Executive’s death, the Executive’s estate) shall not be entitled to any
additional payments or benefits from the Company under Section 4(a), other
than the Accrued Rights.  For the avoidance of doubt, in the event of
any termination of the Executive’s employment other than a Qualifying
Termination, the treatment of outstanding equity-based, equity-related and other
long-term incentive awards (including restricted stock units granted pursuant to
the Strategic Leadership Awards (if any)) then held by the Executive will be
determined in accordance with the terms of the applicable Equity Incentive
Plan.

    


    (c)  Termination
Procedures.  The following procedures shall be applicable to
any termination of the Executive’s employment during the Protection
Period:

    


    (i)  Termination for
Cause.  The Company shall provide prompt written notice to the
Executive of the facts that the Company believes in good faith give rise to
Cause.  The termination of the Executive’s employment for Cause shall
not be effective unless and until there shall have been delivered to the
Executive a copy of a resolution duly
adopted by the affirmative vote of not less than a majority of the entire
membership of the Board (excluding the Executive) at a meeting of the Board
called and held for such purpose (after the Executive is given a reasonable
opportunity, together with counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, the Executive is guilty of the conduct
that constitutes Cause and specifying the particulars thereof in
detail.  Any termination for Cause shall be effective as of the date
designated in such Board resolution.

     

     

    
      
        
        

      

      
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    (ii)  Termination for Good
Reason.  The Executive’s right to terminate employment for Good
Reason shall not be affected by the Executive’s incapacity due to physical or
mental illness.  A termination of employment by the Executive for Good
Reason for purposes of this Agreement shall be effectuated by giving the Company
written notice (“Notice of Termination for
Good Reason”), not later than 90 days following the occurrence of the
circumstance that constitutes Good Reason, setting forth in reasonable detail
the specific conduct of the Company that constitutes Good Reason and the
specific provisions of this Agreement on which the Executive
relied.  The Company shall be entitled, during the 30-day period
following receipt of a Notice of Termination for Good Reason, to remedy the
circumstances that gave rise to Good Reason, provided that the
Company shall be entitled to waive its right to remedy or reduce the remedy
period by delivery of written notice to that effect to the Executive (such
30-day or shorter period, the “Remedy
Period”).  If, during the Remedy Period, such circumstance is
remedied, the Executive shall not be entitled to terminate employment for Good
Reason as a result of such circumstance.  The Company’s remedy of any
circumstance otherwise constituting Good Reason shall not impair the Executive’s
right to terminate employment for Good Reason for any other circumstance
constituting Good Reason.  If, at the end of the Remedy Period, the
circumstance that constitutes Good Reason has not been remedied, the Executive
shall be entitled to terminate employment for Good Reason during the 90-day
period that follows the end of the Remedy Period.  If the Executive
does not terminate employment during such 90-day period, the Executive shall not
be permitted to terminate employment for Good Reason as a result of such
event.

    


    (iii)  Termination without Cause;
Termination without Good Reason.  The Executive’s employment
with the Company may be terminated by the Executive without Good Reason or by
the Company without Cause at any time and for any reason; provided, however, that the
Executive shall be required to give the Company at least 21 days’ advance
written notice of any such termination by the Executive and the Company shall be
required to give to the Executive at least 21 days’ advance written notice of
any such termination.

    


    (iv)  Death;
Disability.  The Executive’s termination of employment as a
result of the Executive’s death shall be effective upon Executive’s
death.  The Executive’s termination of employment due to Disability
shall be effective on the date that a final determination of Disability has been
made.

     

     

    
      
        
        

      

      
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    SECTION 5. Parachute
Payments.  In the
event that the aggregate amount of any Payments that could be considered
“parachute payments” (as defined in Section 280G of
the Code) (such payments, the “Parachute Payments”)
exceeds the greatest amount of Parachute Payments that may be paid, provided or
delivered to the Executive without giving rise to any liability for the Excise
Tax, then the aggregate amount of Parachute Payments to which the Executive is
entitled shall be reduced to an amount equal to the amount which produces the
greatest after-tax benefit to the Executive after taking into account any Excise
Tax to be payable by the Executive.  For the avoidance of doubt, this
provision will reduce the amount of Parachute Payments otherwise payable to the
Executive, if doing so would place the Executive in a better net after-tax
economic position as compared with not doing so (taking into account the Excise
Tax payable in respect of such Parachute Payments).  The Company shall
reduce or eliminate the Parachute Payments by first reducing or eliminating the
portion of the Parachute Payments that are payable in cash and then by reducing
or eliminating the non-cash portion of the Parachute Payments, in each case, in
reverse order beginning with payments or benefits which are to be paid the
furthest in the future.  This Section 5 shall take precedence over the
provisions of any other plan, arrangement or agreement governing the Executive’s
rights and entitlements to any Payment.  All determinations to be made
under this Section 5 shall be made, at the Company’s expense, by a nationally
recognized certified public accounting firm selected by the Company (other than
any such firm that serves as the Company’s auditor or otherwise has a material
recurring business relationship with the Company), and written copies thereof
shall be promptly delivered to the Executive.  For the avoidance of
doubt, this Section 5 shall not be applicable to the extent that the Executive
is not subject to the Excise Tax by virtue of the Executive’s tax
residence.

    


    SECTION
6.  Indemnification and
Insurance.  Commencing upon the Change in Control Date and for
so long thereafter as the Executive could be subject to liability, the Company
shall keep in place an officers’ and directors’ liability insurance policy (or
policies) providing comprehensive coverage to the Executive for claims relating
to the Executive’s service as director, officer or employee of the Company or
its Affiliates, at a level that is no less favorable to the Executive (e.g., with respect to
scope, amounts and deductibles) than the level in effect with respect to the
Executive at the Change in Control Date or, if more favorable to the Executive,
the level provided to then-current directors and officers of the Company and its
Affiliates.  The Company shall indemnify the Executive to the fullest
extent permitted by the Company’s Amended and Restated Certificate of
Incorporation, any officer indemnification agreement between the Executive and
the Company and the general laws of the State of Delaware and shall provide
indemnification expenses in advance to the extent permitted
thereby.  The indemnification and advance of expenses provided by the
Company pursuant to this Agreement shall not be deemed exclusive of any other
rights to which the Executive may be entitled under any law (common or
statutory), or any agreement, vote of stockholders or disinterested directors or
other provision that is consistent with law, both as to action in his or her
official capacity and as to action in another capacity while holding office or
while employed or acting as agent for the Company, and such rights shall
continue in respect of all events occurring while the Executive was a director
of or employed by the Company that continue after the Executive has ceased to be
a director of or employed by the Company, and shall inure to the benefit of the
estate, heirs, executors and administrators of the Executive.

    


    SECTION
7.  Restrictive
Covenants.  (a)  Acknowledgements.  The
Executive acknowledges and recognizes the highly competitive nature of the
businesses of the Company and its Affiliates.  The Executive further
acknowledges that the Executive has been and shall be provided with access to
sensitive and proprietary information about the clients, prospective clients,
knowledge capital and business practices of the Company and its Affiliates, and
has been and shall be provided with the opportunity to develop relationships
with customers, prospective customers, consultants, employees, representatives
and other agents of the Company and its Affiliates, and the Executive further
acknowledges that such proprietary information and relationships are extremely
valuable assets in which the Company and its Affiliates have invested and shall
continue to invest substantial time, effort and expense.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

        (b)  Non-Competition.  The
Executive agrees that while employed by the Company and thereafter until a
number of years after the Termination Date equal to the Multiple (such period,
the “Restriction
Period”), the Executive shall not, directly or indirectly, on the
Executive’s behalf or on behalf of any other person, firm, corporation,
association or other entity, as an employee, stockholder, director, advisor,
partner, agent, consultant or otherwise, provide services or perform activities
for, or acquire or maintain any ownership interest in, a beverage business
(including a water business) in the United States or Canada (or, if the
Executive is serving in the position of “President, PBG Europe” as of the date
hereof, in Spain, Greece, Turkey or Russia) that competes with any businesses
being conducted or proposed to be conducted by the Company, including the
Coca-Cola Company, Dr Pepper Snapple Group, Inc., Cott Corporation and their
respective parents, divisions, subsidiaries, affiliates, bottlers, licensees or
franchisees (such a beverage business, a “Competitive
Enterprise”).  Notwithstanding anything in this Section 7(b),
the Executive shall not be considered to be in violation of this Section 7(b)
solely by reason of owning, directly or indirectly, any securities of a
Competitive Enterprise if (i) the Executive’s interest does not exceed 5% in the
aggregate of any class of securities of such Competitive Enterprise and (ii)
such securities are listed on a national securities exchange or registered under
securities laws of Canada or the United States.

    


        (c)  Non-Solicitation of
Employees.  During the Restriction Period, the Executive hereby
agrees not to, directly or indirectly, solicit or hire, or assist any other
person or entity in soliciting or hiring, any employee of the Company or any of
its Affiliates to perform services for any entity (other than the Company or its
Affiliates), or attempt to induce any such employee to leave the employ of the
Company or its Affiliates;
provided, however, that the restrictions of this
Section 7(c) shall not apply to the placement of general advertisements or
the use of general search firm services which are not targeted directly or
indirectly towards employees of the Company or its Affiliates; provided further that the Executive shall not be
considered to have engaged in any conduct prohibited by this Section 7(c)
with respect to an employee so long as the Executive shall not have recommended
or otherwise identified such employee as a candidate for employment and shall
not have otherwise been actively involved in the solicitation or hiring of such
employee.

    


        (d)  Non-Solicitation of
Customers.  During the Restriction Period, the Executive hereby
agrees not to, in any manner, directly or indirectly, (i) solicit a customer or
prospective customer of the Company and its Affiliates to transact business with
a Competitive Enterprise or to reduce or refrain from doing any business with
the Company and its Affiliates or (ii) interfere with or damage (or attempt to
interfere with or damage) any relationship between the Company and its
Affiliates and a customer or prospective customer of the Company and its
Affiliates.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

        (e)  Confidentiality.  During
the Executive’s employment with the Company and thereafter, the Executive shall
hold in strict confidence any Proprietary or Confidential Information related to
the Company and its Affiliates, except that the Executive may disclose such
information as required by law, court order, regulation or similar
order.  For purposes of this Agreement, the term “Proprietary or Confidential
Information” shall mean all information relating to the Company or its
Affiliates (such as business plans, trade secrets, or financial information of
strategic importance to the Company or its Affiliates) that is not generally
known in the beverage industry, that was learned, discovered, developed,
conceived, originated or prepared during the Executive’s employment with the
Company and the disclosure of which would be harmful to the business prospects,
financial status or reputation of the Company or its Affiliates at the time of
any disclosure by the Executive.

    


        (f)  Nondisparagement.  During
the Executive’s employment with the Company and for a number of years thereafter
equal to the Multiple, the Executive shall not make any comments or statements
to the press, employees of the Company or its Affiliates, any individual or
entity with whom the Company or its Affiliates has a business relationship or
any other person, if such comment or statement is disparaging to the Company,
any of its Affiliates or any of its current or former officers, members or
directors, except for truthful statements as may be required by
law.

    


        (g)  Return of
Property.  The Executive agrees that upon the Executive’s
termination of employment, the Executive (or, in the event of the Executive’s
death, the Executive’s heirs or estate)  at the request of the Company
and its Affiliates, shall immediately return to the Company and its Affiliates
all original books, papers, plans, information, letters and other data, and
shall immediately return or destroy all copies thereof or therefrom, in any way
relating to the business of the Company and its Affiliates, and shall promptly
thereafter certify to the Company in writing that such actions have been
completed.

    


        (h)  Remedies.  The
Executive hereby agrees that it is impossible to measure in money the damages
which will accrue to the Company by reason of a failure by the Executive to
perform any of the Executive’s obligations under Section 7(b), (c), (d),
(e), (f) or (g).  Accordingly, if the Company or any of its Affiliates
institutes any action or proceeding to enforce Section 7(b), (c), (d), (e),
(f) or (g), to the extent permitted by applicable law, the Executive hereby
waives the claim or defense that the Company or its Affiliates has an adequate
remedy at law, and the Executive shall not urge in any such action or proceeding
the claim or defense that any such remedy at law exists.

    


    SECTION
8.  No Mitigation or
Offset. The Company’s obligation to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or
others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, except as
otherwise expressly provided for in this Agreement, such amounts shall not be
reduced whether or not the Executive obtains other employment.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    SECTION
9.  Non-Exclusivity of
Rights.  Except as specifically provided in Section 4(a)(i), nothing in this
Agreement shall prevent or limit the Executive’s continuing or future
participation in any plan, practice, policy or program provided by the Company
or an Affiliate for which the Executive may qualify, nor shall anything in this
Agreement or the accompanying Separation Agreement and Release limit or
otherwise affect any rights the Executive may have under any contract or
agreement with the Company or an Affiliate.  Vested benefits and other
amounts that the Executive is otherwise entitled to receive under any incentive
compensation (including any equity award agreement), deferred compensation,
retirement, pension or other plan, practice, policy or program of, or any
contract or agreement with, the Company or an Affiliate shall be payable in
accordance with the terms of each such plan, practice, policy, program, contract
or agreement, as the case may be, except as explicitly modified by this
Agreement.

    


    SECTION
10.  Withholding.  The
Company may deduct and withhold from any amounts payable under this Agreement
such Federal, state, local, foreign or other taxes as are required to be
withheld pursuant to any applicable law or regulation.

    


    SECTION
11.  Assignment.  (a)  This
Agreement is personal to the Executive and, without the prior written consent of
the Company, shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution, and any assignment in violation of this
Agreement shall be void.

    


    (b)  Notwithstanding the
foregoing Section 11(a), this Agreement and
all rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by, the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.  If the Executive should die while any amounts would still
be payable to him or her hereunder if he or she had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee or other designee
or, should there be no such designee, to the Executive’s estate.

    


    (c)  The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company (a “Successor”) to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would have been required to perform it if no such succession
had taken place.  As used in this Agreement, (i) the term “Company”
shall mean the Company as hereinbefore defined and any Successor and any
permitted assignee to which this Agreement is assigned and (ii) the term “Board”
shall mean the Board as hereinbefore defined and the board of directors or
equivalent governing body of any Successor and any permitted assignee to which
this Agreement is assigned.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    SECTION
12.  Dispute
Resolution.  (a) Except for any proceeding brought pursuant to
Section 7(h), the parties agree that any dispute arising out of or relating to
this Agreement or the formation, breach, termination or validity thereof, shall
be settled by binding arbitration by a panel of three arbitrators in accordance
with the commercial arbitration rules of the American Arbitration
Association.  The arbitration proceedings shall be located in New
York, New York.  The arbitrators shall not be empowered to award
damages in excess of compensatory damages, and each party hereby irrevocably
waives any damages in excess of compensatory damages.  Judgment upon
any arbitration award may be entered into any court having jurisdiction thereof
and the parties consent to the jurisdiction of any court of competent
jurisdiction located in the State of New York.

     

            (b)  If
the Executive shall prevail with respect to at least one material issue in any
arbitration brought by the Executive or the Company to enforce or interpret any
provision contained herein, the Company, to the fullest extent permitted by
applicable law, shall indemnify the Executive for the Executive’s reasonable
attorneys’ fees and disbursements incurred in such arbitration and hereby agrees
(i) to pay in full all such fees and disbursements and (ii) to pay prejudgment
interest on any money judgment obtained by the Executive from the earliest date
that payment to the Executive should have been made under this Agreement until
such judgment shall have been paid in full, which interest shall be calculated
at the Default Rate set forth in Section 13.  In no event shall
any reimbursement be made to the Executive for such attorneys’ fees and
disbursements that are incurred after the tenth anniversary of the date of the
Executive’s death.

    


                            SECTION
13.  Default in
Payment.  Any payment not made within ten business days after
it is due in accordance with this Agreement shall thereafter bear interest,
compounded annually, at the prime rate in effect from time to time at Citibank,
N.A., or any successor thereto (the “Default
Rate”).

    


    SECTION
14.  GOVERNING
LAW.  THIS
AGREEMENT SHALL BE DEEMED TO BE MADE IN THE STATE OF NEW YORK, AND THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT IN ALL RESPECTS
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAW.

    


    SECTION
15.  Amendment; No
Waiver.  No provision of this Agreement may be amended,
modified, waived or discharged except by a written document signed by the
Executive and a duly authorized officer of the Company. The failure of a party
to insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver of such party’s rights or deprive such party of
the right thereafter to insist
upon strict adherence to that term or any other term of this
Agreement.  No failure or delay by either party in exercising any
right or power hereunder will operate as a waiver thereof, nor will any single
or partial exercise of any such right or power, or any abandonment of any steps
to enforce such right or power, preclude any other or further exercise thereof
or the exercise of any other right or power.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party, which are not set forth
expressly in this Agreement.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
 

    SECTION
16.  Severability.  If
any term or provision of this Agreement is invalid, illegal or incapable of
being enforced by any applicable law or public policy, all other conditions and
provisions of this Agreement shall nonetheless remain in full force and effect
so long as the economic and legal substance of the transactions contemplated by
this Agreement is not affected in any manner materially adverse to any
party.  Upon any such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.

    


    SECTION
17.  Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto, and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and canceled.  None of the parties shall be liable
or bound to any other party in any manner by any representations and warranties
or covenants relating to such subject matter except as specifically set forth
herein.

    


    SECTION
18.  Survival.  The
rights and obligations of the parties under the provisions of this Agreement,
including Sections 4, 5, 6, 7, 8, 10, 11, 12, 13, 14 and 23, shall survive
and remain binding and enforceable, notwithstanding the expiration of the
Protection Period or the term of this Agreement, the termination of the
Executive’s employment with the Company for any reason or any settlement of the
financial rights and obligations arising from the Executive’s employment
hereunder, to the extent necessary to preserve the intended benefits of such
provisions.

    


    SECTION
19.  Notices.  All
notices or other communications required or permitted by this Agreement will be
made in writing and all such notices or communications will be deemed to have been duly given when delivered
or (unless otherwise specified) mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed as
follows:

     

    
    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	If
      to the Company:	The
      Pepsi Bottling Group, Inc. 

                                
                                  One
      Pepsi Way

                                  
                                    Somers,
      New York 10589

                                  

                                

                              
	 	 	 
	 	 	Attention: 
      Associate
      General Counsel 

                                
                                  
                                    Fax:  (914)
      767-7944

                                  

                                

                              
	 	 	 
	 	If
      to the Executive:	At
      the address for the Executive most recently on file with the
      Company


                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    or to such other address as any party
may have furnished to the
other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

    


    SECTION
20.  Headings and
References.  The headings of this Agreement are inserted for
convenience only and neither constitute a part of this Agreement nor affect in
any way the meaning or interpretation of this Agreement.  When a
reference in this Agreement is made to a Section, such reference shall be to a
Section of this Agreement unless otherwise indicated.

    


    SECTION
21.  Counterparts.  This
Agreement may be executed in one or more counterparts (including via facsimile),
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

    


    SECTION
22.  Interpretation.  For
purposes of this Agreement, the words “include” and “including”, and variations
thereof, shall not be deemed to be terms of limitation but rather shall be
deemed to be followed by the words “without limitation”.  The term
“or” is not exclusive.  The word “extent” in the phrase “to the extent” shall mean the degree to which a
subject or other thing extends, and such phrase shall not mean simply
“if”.

    


    SECTION
23.  Section 409A.  (a)  It
is intended that the provisions of this Agreement comply with Section 409A
of the Code, and any and any rules or regulations promulgated thereunder from
time to time (collectively, “Section 409A”), and
all provisions of this Agreement shall be construed and interpreted in a manner
consistent with the requirements for avoiding taxes or penalties under
Section 409A (such taxes and penalties, “Section 409A
Taxes”).

    


    (b)  Neither the Executive
nor any of the Executive’s creditors or beneficiaries shall have the right to
subject any deferred compensation (within the meaning of Section 409A)
payable under this Agreement to any anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment.  Except as
permitted under Section 409A, any deferred compensation (within the meaning
of Section 409A) payable to the Executive or for the Executive’s benefit
under this Agreement may not be reduced by, or offset against, any amount owing
by the Executive to the Company or any of its Affiliates.

    


    (c)  If, at the time of the
Executive’s separation from service (within the meaning of Section 409A),
(i) the Executive shall be a specified employee (within the meaning of
Section 409A and using the identification methodology selected by the
Company from time to time) and (ii) the Company shall make a good faith
determination that an amount payable hereunder constitutes deferred compensation
(within the meaning of
Section 409A) the payment of which is required to be delayed pursuant to
the six-month delay rule set forth in Section 409A in order to avoid taxes
or penalties under Section 409A, then the Company (or its Affiliate, as
applicable) shall not pay such amount on the otherwise scheduled payment date
but shall instead accumulate such amount and pay it on the first business day
after such six-month period.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
 

    (d)  If any payment or
benefit to be provided under this Agreement is delayed as provided in
Section 23(c)
(a “Delayed
Payment”), then interest at the Default Rate on such Delayed Payment for
the period beginning on the date such Delayed Payment would otherwise have been
provided in the absence of Section 23(c)
and ending on the date of receipt of such Delayed Payment shall also be
paid by the Company to the Executive at the time of payment.

    


    (e)  In the event that the
Company determines that any provision of this Agreement does not comply with
Section 409A and that the Executive may become subject to a
Section 409A Tax, the Executive shall cooperate with the Company to execute
any amendment to the provisions hereof reasonably necessary to avoid the
imposition of such Section 409A Tax, but only to the minimum extent
necessary to avoid the application of such Section 409A Tax and only to the
extent that the Executive would not, as a result, suffer (i) any reduction in
the total present value of the amounts otherwise payable to the Executive, or
the benefits otherwise to be provided to the Executive, by the Company or (ii)
any material increase in the risk of the Executive not receiving such amounts or
benefits.

    


    (f)  Except as specifically
permitted by Section 409A, the benefits and reimbursements provided to the
Executive under Sections 4(a)
and 12(b) and otherwise under this Agreement during any calendar year shall not
affect the benefits and reimbursements to be provided to the Executive in any
other calendar year, any such reimbursements shall be made on or before the last
day of the calendar year following the calendar year in which the applicable
expense was incurred and the right to such benefits and reimbursements shall not
be liquidated or exchanged for any other benefit.

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the date
first written above.

     

    
      
        	 	
                THE
      PEPSI BOTTLING GROUP, INC.,

              	 
	 	 	 	 
	
                 

              	
                by:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

     

    


    
      
        	 	
                EXECUTIVE,

              	 
	 	 	 	 
	
                 

              	
                by:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

    


     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A


    Special
Early Retirement Benefits

    


    This
Exhibit A sets
forth the Special Early Retirement Benefits that will be provided to the
Executive under the Agreement in the event that the Executive incurs a
Qualifying Termination during the Protection Period and, as of the Termination
Date, satisfies the age and service requirements set forth in Section 4(a)(vi)
of the Agreement.  Such benefits shall consist of a (A) Special Early
Retirement Lump Sum Benefit, (B) Special Early Retiree Medical Benefit and (C)
Special Early Retiree Life Insurance Benefit.  Any such benefit shall
be provided in accordance with the terms of the applicable Company benefit plan
or arrangement.

    


    Special
Early Retirement Lump Sum Benefit

    


    The
Executive shall be eligible to receive a special early retirement benefit
(“Special Early
Retirement Benefit”) based on benefit formulas (without regard to any
change thereto after the Change in Control Date that would give rise to Good
Reason) under the Salaried Employees Retirement Plan (the “Salaried Plan”) and
the Pension Equity Plan (the “PEP” and, together
with the Salaried Plan, the “Plans”).  The
Special Early Retirement Benefit shall be based on the early retirement benefit
formula under each Plan, and shall be calculated using the more favorable early
retirement reduction factors and other actuarial factors associated with the
early retirement benefit formula (the “Early Retirement
Factors”), in each case, without regard to any change thereto after the
Change in Control Date that would give rise to Good Reason.

    


    The
Special Early Retirement Benefit shall equal (x) the Executive’s benefit under
the Plans as of the Termination Date, determined based on the Early Retirement
Factors minus
(y) the Executive’s deferred vested benefit under the Plans as of the
Termination Date, determined based on the standard benefit formula and standard
reduction formula thereunder (in each case, without regard to any change thereto
after the Change in Control Date that would give rise to Good
Reason).

    


    The
Special Early Retirement Benefit shall be paid in a single cash lump sum, and
shall be paid as soon as practicable by the Company, but no later than the
fifteenth day of the third month of the year following the year in which occurs
the Termination Date.

    


    Special
Early Retiree Medical Benefit

    


    The
Executive shall also be entitled to Special Early Retiree Medical Benefit
coverage under the Company’s retiree medical program (without regard to any
change thereto after the Change in Control Date that would give rise to Good
Reason); provided that the
Executive’s medical coverage pursuant to Special Early Retiree Medical Benefit
coverage shall commence after termination of the Executive’s medical coverage
under Section 4(a)(iii) of the Agreement.  The Executive shall be
responsible for the retiree’s

    cost of
the Special Early Retiree Medical Benefit coverage, and such costs shall be
comparable to the retiree medical costs generally paid by the Company’s
retirees.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Special
Early Retiree Life Insurance Benefit

    


    The
Executive shall also be entitled to Special Early Retiree Life Insurance
coverage.  Such coverage shall commence as of the Termination
Date.  Under the Special Early Retiree Life Insurance coverage the
Executive shall be eligible to receive life insurance coverage up to the basic
life insurance coverage provided under the Company’s Basic Life Insurance
Program (without regard to any change thereto after the Change in Control Date
that would give rise to Good Reason); provided that such coverage
shall be subject to 10% annual reductions until age 65 (at which point, the
Executive shall be provided with coverage equal to $5000).  The
Executive shall be responsible for the retiree’s cost of the special Early
Retiree Life Insuarnce coverage, if any, and such costs shall be comparable to
the retiree life insurance costs generally paid by the Company’s
retirees.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B


    SEPARATION AGREEMENT AND
RELEASE

    


        I.                Release.  For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, with the intention of binding himself/herself,
his/her heirs, executors, administrators and assigns, does hereby release and
forever discharge The Pepsi Bottling Group, Inc., a Delaware corporation (the
“Company”), and
its present and former subsidiaries, together with their present and former
directors, officers and employees and their respective successors, predecessors
and assigns (collectively, the “Released Parties”),
from any and all claims, actions, causes of action, demands, rights, damages,
debts, accounts, suits, expenses, attorneys’ fees and liabilities of whatever
kind or nature in law, equity, or otherwise, whether now known or unknown
(collectively, the “Claims”), which the
undersigned now has, owns or holds, or has at any time heretofore had, owned or
held against any Released Party, arising out of or in any way connected with the
undersigned’s employment relationship with the Company, its subsidiaries or
successors, predecessors or assigns, or the termination thereof, under any
Federal, state or local statute, rule, or regulation, or principle of common,
tort or contract law, including but not limited to, the Fair Labor Standards Act
of 1938, as
amended, 29
U.S.C. §§ 201 et seq., the Family and
Medical Leave Act of 1993, as amended (the “FMLA”), 29 U.S.C.
§§ 2601 et
seq.,
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
§§ 2000e et seq., the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
§§ 621 et
seq., the
Americans with Disabilities Act of 1990, as amended, 42 U.S.C.
§§ 12101 et seq., the Worker
Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C.
§§ 2101 et
seq., the
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C.
§§ 1001 et
seq., and any
other equivalent or similar Federal, state, or local statute; provided, however, that nothing
herein shall release the Company of its obligations to the Executive (i) under
that certain Retention Agreement between the undersigned and the Company,
(ii) with respect to payments, rights and benefits under employee benefit
plans and arrangements that have vested or accrued as of the Termination Date
(as defined in such Retention Agreement) or (iii) with respect to any
directors’ and officers’ indemnification or insurance
arrangements.  The undersigned understands that, as a result of
executing this Separation Agreement and Release, he/she will not have the right
to assert that the Company or any other Released Party unlawfully terminated
his/her employment or violated any of his/her rights in connection with his/her
employment or otherwise.

    


    The undersigned affirms that he/she has
not filed, caused to be filed, or presently is a party to any Claim, complaint
or action against any Release Party in any forum or form and that he/she knows
of no facts which may lead to any Claim, complaint or action being filed against
any Release Party in any forum by the undersigned or by any agency or
group.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    The undersigned further declares and
represents that he/she has carefully read and fully understands the terms of
this Separation Agreement and Release and that he/she has been advised and had
the opportunity to seek the advice and assistance of counsel with regard to this
Separation Agreement and Release, that he/she may take up to and including 21
days from receipt of this Separation Agreement and Release, to consider whether
to sign this Separation Agreement and Release, that he/she may revoke this
Separation Agreement and Release within seven calendar days after signing it by
delivering to the Company written notification of revocation, and that he/she
knowingly and voluntarily, of his/her own free will, without any duress, being
fully informed and after due deliberate action, accepts the terms of and signs
the same as his own free act.

    


        II.                Protected
Rights.  The Company and the undersigned agree that nothing in
this Separation Agreement and Release is intended to or shall be construed to
affect, limit or otherwise interfere with any non-waivable right of the
undersigned under any Federal, state or local law, including the right to file a
charge or participate in an investigation or proceeding conducted by the Equal
Employment Opportunity Commission (“EEOC”) or to exercise
any other right that cannot be waived under applicable law.  The
undersigned is releasing, however, his/her right to any monetary recovery or
relief should the EEOC or any other agency pursue Claims on his/her
behalf.  Further, should the EEOC or any other agency obtain monetary
relief on his/her behalf, the undersigned assigns to the Company all rights to
such relief.

    


        III.                Severability.  If
any term or provision of this Separation Agreement and Release is invalid,
illegal or incapable of being enforced by any applicable law or public policy,
all other conditions and provisions of this Separation Agreement and Release
shall nonetheless remain in full force and effect so long as the economic and
legal substance of the transactions contemplated by this Separation Agreement
and Release is not affected in any manner materially adverse to any
party.

    


        IV.                GOVERNING
LAW.  THIS
SEPARATION AGREEMENT AND RELEASE SHALL BE DEEMED TO BE MADE IN THE STATE OF NEW
YORK, AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT IN ALL RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS PRINCIPLES OF
CONFLICTS OF LAW.

    


    Effective on the eighth calendar day
following the date set forth below.

     

    
      	 	
              
                THE
      PEPSI BOTTLING GROUP, INC.

              

            	 
	 	 	 	 
	
               

            	
              by:
      

            	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


    

     

     

    


    
      
        
        

      

      
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                EMPLOYEE,

              

            	 
	 	 	 	 
	
               

            	
               

            	 	 
	 	 	Name: 	 
	 	 	Date
      Signed:	 
	 	 	 	 




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