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Exhibit 10.1 FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made and entered into as of the ___day of ___20___,
by and between The Pepsi Bottling Group, Inc., a Delaware corporation (PBG), and ___, a
member of PBGs Board of Directors (the Director). WHEREAS, PBG and the Director each recognize the ongoing and substantial risk of litigation
and other claims being asserted against directors of public companies; and WHEREAS, in recognition of the need for protection against such litigation and claims to
facilitate the Directors continued effective service to PBG, PBG desires to provide for the
indemnification, advancement, reimbursement and insurance of certain liabilities and expenses of
the Director, to the full extent permitted by law; NOW, THEREFORE, in consideration of these premises and of the Directors continuation of
service to PBG, the parties hereto agree as follows: 1. Indemnification Against Liability. The Director shall be indemnified and held
harmless by PBG, to the full extent permitted by law, against any and all liabilities and
assessments arising out of or related to any threatened, pending or completed action, suit,
proceeding, inquiry or investigation, whether civil, criminal, administrative, or other (each being
hereinafter referred to as an Action), including, but not limited to, judgments, fines, penalties
and amounts paid in settlement (whether with or without court approval), and any interest,
assessments, excise taxes or other charges paid or payable in connection with or in respect of any
of the foregoing (each such




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liability and assessment being hereinafter referred to as a Liability), incurred by the Director
and arising out of his or her status as a director or member of a committee of the Board of
Directors of PBG, or by reason of anything done or not done by the Director in such capacities. 2. Indemnification Against Expense. The Director shall also be indemnified and held
harmless by PBG, to the full extent permitted by law, against any and all attorneys fees and other
costs, expenses and obligations, and any interest, assessments, excise taxes or other charges paid
or payable in connection with or in respect of any of the foregoing (each such expense being
hereinafter referred to as an Expense) arising out of or relating to any Action, including
expenses incurred by a Director: (a) in connection with investigating, defending, being a witness or participating in any
Action (other than an Action commenced by the Director against another party, except as provided in
Section 2(b) below) or any appeal of an Action; or (b) in connection with any claim asserted or action brought by the Director for (i) payment or
indemnification of Liabilities or Expenses or advance payment of Expenses by PBG under this
Agreement, or pursuant to any other agreement, any resolution of PBGs stockholders or Board of
Directors, any provision of PBGs Certificate of Incorporation or By-Laws, or any statute or rule
of law providing for indemnification, now or hereafter in effect, relating to any Action, or for
specific performance pursuant to Section 17 hereof, and/or (ii) recovery under any directors and
officers liability insurance policy or policies maintained by PBG, regardless of whether the
Director is ultimately determined to be entitled to such payment, indemnification, advance, or
insurance recovery, as the case may be. 3. Partial Indemnification. If the Director is entitled under this Agreement to
payment for some or a portion of any Liability or Expense relating to an Action, but not for the
total amount




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thereof, PBG shall nevertheless pay the Director for the portion thereof to which he or she is
entitled. 4. Advances. PBG shall pay any and all Expenses incurred by the Director in
connection with any Action, whether or not the Action has been finally disposed of (an Advance),
within five days after receipt by PBG of an appropriate request therefor from the Director,
provided that PBG shall have received an undertaking by or on behalf of the Director to
repay such Advance if it is ultimately determined that the Director is not entitled to be
indemnified by PBG against such Expenses. 5. Demand and Final Payment. Final payments of Liabilities and Expenses provided for
herein shall be made by PBG upon the receipt of a written request therefor by or on behalf of the
Director, and upon the determination that indemnification is proper in the circumstances because
the Director met the applicable standard of conduct set forth in this Indemnification Agreement.
Such determination shall be made (i) by a majority vote of the PBG directors who are not parties to
the Action giving rise to the demand (the Disinterested Directors) even though less than a
quorum, or (ii) by a committee of such Disinterested Directors designated by majority vote of the
Disinterested Directors, even though less than a quorum, or (iii) if the Disinterested Directors so
direct, or if there are no Disinterested Directors, by independent legal counsel in a written
opinion, or (iv) by majority vote of PBGs stockholders. The Director may contest a determination
that he or she is not entitled to indemnification by petitioning a court to make an independent
determination with respect to the Directors right to indemnification hereunder. 6. Failure to Indemnify. If a claim for payment of any Liability, Expense or Advance
under this Agreement, or pursuant to any other agreement, any resolution of PBGs stockholders or
Board of Directors, any provision of PBGs Certificate of Incorporation or By-Laws, or any statute
or rule of law providing for indemnification, now or hereafter in effect, is not paid in full
within




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thirty days, in the case of Liabilities and Expenses, or within five days, in the case of Advances,
after a written request for payment thereof has been received by PBG, the Director may bring an
action against PBG to recover the unpaid amount of such claim, together with interest thereon. It
shall be a defense to any such claim (other than an action brought to enforce a claim for an
Advance) that the Director has not met the standard of conduct which makes it permissible under
this Indemnification Agreement for PBG to indemnify the Director for the amount claimed,
provided, however, that the burden of proving such defense shall be on PBG and the
Director shall be entitled to receive Advances pursuant to Section 4 hereof unless and until such
defense shall be finally adjudicated by a court. 7. Presumption. For purposes of this Agreement, the termination of any Action by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere, or its equivalent, shall not create a presumption that the
Director has not met any particular standard of conduct required for payment under this Agreement. 8. Change in Control. If there is a Change in Control (as defined below) of PBG, then
the acquiring or successor Person (as defined below), as the case may be (the Successor), shall
not diminish or limit in any manner the indemnification rights available to the Director
immediately prior to such Change in Control, whether such rights were available under this
Agreement, or pursuant to any other agreement, any resolution of PBGs stockholders or Board of
Directors, any provision of PBGs Certificate of Incorporation or By-Laws, or any statute or rule
of law providing for indemnification, now or hereafter in effect. No such Successor shall cancel,
limit or in any way diminish the rights or coverage provided to the Director pursuant to one or
more directors and officers insurance policies carried by PBG immediately prior to any such
Change in Control. For the purposes of this Agreement, the term Change in Control shall mean (i)
the acquisition by any person or entity, or any group of persons or entities acting in concert (a
Person), other than PepsiCo, Inc., of direct or indirect beneficial ownership of 40% or more of
the voting power or




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voting securities of PBG, (ii) the acquisition by any Person, other than PepsiCo, Inc., of direct
or indirect beneficial ownership of 20% or more of the voting power or voting securities of PBG and
the subsequent election of a majority of the members of PBGs Board of Directors who were not
members of the Board for the two-year period immediately preceding their election, (iii) a transfer
of all or substantially all of PBGs assets to another Person who is not a wholly owned subsidiary
of PBG, or (iv) merger or consolidation of PBG with another corporation where, as a result of such
merger and consolidation, less than 60% of the outstanding voting securities of the surviving or
resulting corporation shall then be owned by the stockholders of PBG immediately prior to such
merger or consolidation. 9. Directors Obligations. The Director shall promptly notify PBG in writing of the
institution of any Action which may be the subject of this Agreement and shall keep PBG generally
informed of any such Action. Notices to PBG shall be directed to The Pepsi Bottling Group, Inc., 1
Pepsi Way, Somers, New York 10589, Attention: Secretary (or to such other address as PBG may notify
the Director in writing). Notice shall be deemed received three business days after the date
postmarked and shall be sent by certified or registered mail, properly addressed. In addition, the
Director shall give PBG such information and cooperation as PBG shall reasonably require and as
shall be in the Directors power. 10. Termination. This Agreement may not be terminated except by a writing to that
effect executed by the parties hereto. This Agreement shall continue in effect regardless of
whether the Director continues to serve as a director of PBG. 11. Contract Rights Not Exclusive. The rights of the Director hereunder shall be in
addition to, but not exclusive of, any other right which the Director may have pursuant to any
other agreement, any resolution of PBGs stockholders or Board of Directors, any provision of PBGs




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Certificate of Incorporation or By-Laws, or any statute or rule of law providing for
indemnification, now or hereafter in effect. 12. Insurance. The rights of the Director hereunder shall also be in addition to any
rights the Director may now or hereafter have under policies of insurance maintained by PBG or
otherwise. PBG may purchase and maintain insurance on behalf of its directors against any
liability asserted against or incurred by them, whether or not PBG would have the power to
indemnify them against such liability, and the Director shall be covered by such policy or policies
to the maximum extent of the coverage available for any director of PBG. 13. Subrogation. In the event of any payment under this Agreement, PBG shall be
subrogated to the extent of such payment to all of the rights of recovery of the Director, who
shall execute all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents as may be necessary to enable PBG effectively to
bring suit to enforce such rights. 14. No Duplication of Payments. PBG shall not be liable under this Agreement to make
any payment in connection with any claim made against the Director to the extent the Director has
actually received payment of the amounts otherwise payable hereunder. 15. Modification and Waiver. No supplement, modification or amendment of any of the
provisions of this Agreement and no consent by either party hereto to any departure therefrom by
the other party hereto shall be binding unless executed in writing by both of the parties hereto.
No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall any such waiver constitute a continuing
waiver.




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16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of PBG) and spouses, heirs and personal and legal
representatives. 17. Specific Performance. The failure of PBG to perform any of its obligations
hereunder shall entitle the Director, as a matter of course, to request an injunction from any
court of competent jurisdiction to enforce such obligations. Such right to request specific
performance shall be cumulative and in addition to any other rights and remedies to which the
Director shall be entitled. 18. Severability. If any provision or provisions of this Agreement, or any portion of
any provision hereof, shall be deemed invalid or unenforceable pursuant to a final determination of
any court of competent jurisdiction or as a result of future legislative action, such determination
or action shall be construed so as not to affect the validity or enforceability hereof, and the
remaining provisions, and portions thereof, shall be enforceable to the fullest extent permitted by
law. 19. Governing Law. This Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Delaware. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year
first above written. The Pepsi Bottling Group, Inc.By:By:Director