**EXHIBIT 10.1****FORMOF EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT**     AGREEMENTmade as of the [  ] (the “Grant Date”), by and between The Pepsi BottlingGroup, Inc., a Delaware corporation having its principal office at One Pepsi Way, Somers, New York10589 (“PBG”), and [  ] (“you” or the “Grantee”).W I T N E S S E T H:     WHEREAS, the Board of Directors of PBG (the “Board”) has approved PBG’s Long Term IncentivePlan (the “Plan”), for the purposes and subject to the provisions set forth in the Plan; and     WHEREAS, the Compensation and Management Development Committee of the Board or its delegate(the “Committee”) (which is authorized to administer the Plan) has decided to grant you an award ofrestricted stock units as described herein pursuant to the Plan (the “Restricted Stock Units”); and     WHEREAS, the Restricted Stock Units are to be evidenced by an Agreement in such form andcontaining such terms and conditions, as the Committee shall determine;     NOW, THEREFORE, it is mutually agreed as follows:     1. Grant. In consideration of your remaining in the employ of PBG, or one of itsdirect or indirect subsidiaries (collectively, the “Company”), PBG hereby grants to you, on theterms and conditions set forth herein, an aggregate of [  ] RestrictedStock Units subject to, and in accordance with, the terms set forth in this Agreement.     2.Lapseof Restrictions.  Subject to the terms and conditions set forth herein, your Restricted StockUnits shall become fully vested on[        ] [subject to achievement of one or morepre-established performance condition(s) permitted by the Plan] so long as you remain an employeeof the Company through such date and shall be payable as soon aspracticable [after such date][[*or alternatively*] following a period of[*insertperiod*] after such date]; provided, however,that if your employment terminates as a result of your [Retirement (as defined below [and providedthe performance condition(s) is (are) met]),] Total Disability (as defined below), or death,then you, or in the event of your death, your legal representative (or any person to whom theRestricted Stock Units may be transferred by will or the applicable laws of descent anddistribution), shall be vested as of the date of such employment termination with a portion ofthe Restricted Stock Units which is in proportion to your active service during the periodcommencing on the Grant Date and ending on[        ] and such vested portion ofRestricted Stock Units shall be paid as soon as practicable after such accelerated vesting date(except as provided in Section 9)[; and providedfurther, however, that with respect toRestricted Stock Units that are not subject to section 409A of the Internal Revenue Code of1986 as amended (the “Code”), if you become eligible for Retirement (as defined below) during thevesting period, then with respect to each calendar year during the vesting period after you becomeeligible for Retirement, the portion of Restricted Stock Units that would have vested had youretired on the last day of such calendar year shall vest as of such day and shall be paid to youwithin two and one-half months following the end of such calendar year, solely to the extent thatnonpayment would cause the Restricted Stock Units to be subject tosection 409A of the Code.]Notwithstanding anything herein to the contrary (except as provided in Section 16 hereof), unlessotherwise determined by the Committee, no Restricted Stock Units shall become vested after thedate your employment with the Company terminates.     3. Payment. Restricted Stock Units that vest and become payable shall be settled inshares of PBG Common Stock [[*or alternatively*], cash]. You shall receive one share of PBG Common Stock for each vestedRestricted Stock Unit. Any amount that the Company may be required to withhold upon the settlementof Restricted Stock Units and/or the payment of dividend equivalents in respect of applicableforeign, federal (including FICA), state and local taxes, must be paid in full at the time of theissuance of shares. The Company may, in its discretion, establish procedures to ensure
 

 
proper withholding of applicable taxes, which may include issuance of the number of shares remaining netof the minimum withholding obligation.     4. Dividend Equivalents. During the vesting period and any deferral period, you shallaccumulate dividend equivalents with respect to the Restricted Stock Units, which dividendequivalents shall be paid in cash (without interest) to you only if and when the applicableRestricted Stock Units vest and become payable. Dividend equivalents shall equal the dividendsactually paid with respect to PBG Common Stock during the vesting period and any deferral period.     5. Misconduct. If the Committee or its delegate determines that the Grantee hascommitted “Misconduct” at any time prior to, or within twelve months after, the payment of anyRestricted Stock Units, then the Committee may, in its sole discretion: (i) cancel any outstandingRestricted Stock Units and/or (ii) require the Grantee to pay to the Company the value of anyRestricted Stock Units which was paid within the twelve month period immediately preceding the dateof such cancellation (or if there is no cancellation, the date on which such claim for payment ismade). The Grantee commits Misconduct if the Committee or its delegate determines that theGrantee: (a) violated any agreement between the Company and the Grantee, including but not limitedto a violation relating to the disclosure of confidential information or trade secrets, thesolicitation of employees, customers, suppliers, licensors or contractors, or the performance ofcompetitive services; (b) engaged in any act which is considered by the Committee to be contrary tothe Company’s best interests, including, but not limited to, recruiting or soliciting employees ofthe Company; (c) violated the Company’s Code of Conduct or engaged in any other activity whichconstitutes gross misconduct; (d) engaged in unlawful trading in the securities of PBG or of anyother company based on information gained as a result of his or her employment with the Company;(e) disclosed to an unauthorized person or misused confidential information or trade secrets of theCompany; (f) made any statement (whether written, oral or electronic), or conveyed any informationabout the Company which is disparaging or which reflects negatively upon the Company unlessrequired by law or pursuant to a Company policy; or (g) Competed (as defined below) with theCompany. This paragraph shall also apply if the Grantee commits Misconduct after his or heremployment with the Company terminates.     6. Adjustment for Change in Common Stock. In the event of (a) any change in theoutstanding shares of PBG Common Stock by reason of any split, stock dividend, recapitalization,merger, reorganization, consolidation, combination or exchange of shares, (b) any separation of acorporation (including a spin-off or other distribution of assets of the Company to itsshareholders), (c) any partial or complete liquidation, or (d) other similar corporate change, suchequitable adjustments shall be made in your Restricted Stock Unit award as the Committee determinesare necessary and appropriate, including, if necessary, an adjustment in the maximum number or kindof shares subject to the Restricted Stock Unit award (including the conversion of shares subject tothe Restricted Stock Unit award from PBG Common Stock to stock of another entity). Such adjustmentshall be conclusive and binding for all purposes of the Plan and this Agreement.     7. Registration, Listing and Qualification of Shares. The Restricted Stock Unitsshall be subject to the requirements that if, at any time, the Committee determines that theregistration, listing or qualification of shares covered hereby upon any securities exchange orunder any foreign, federal, state or local law, or the consent or approval of any governmentalregulatory body, is necessary or desirable as a condition of, or in conjunction with, the grantingof the Restricted Stock Units, no shares shall be issued until such registration, listing,qualification, consent or approval shall have been effected or obtained free of any condition notacceptable to the Committee. The Committee may require that you make such representations
 

 
and agreements and furnish such information as the Committee deems appropriate to assure compliancewith or exemption from the foregoing or any other applicable legal requirement, and may cause thecertificate or certificates issued to you to bear a legend indicating the existence of anyrestriction resulting from such representations or agreements.     8. Nontransferability. Unless the Committee specifically determines otherwise, theRestricted Stock Units are personal to the Grantee and shall not be transferable or assignable,other than by will or the laws of descent and distribution, and any such purported transfer or assignmentshall be null and void.     9. Definitions. As used in this Agreement, the following terms shall have themeanings set forth below:          (a) “Competed” shall mean (i) worked for, managed, operated, controlled or participated in theownership, arrangement, operation, or control of, or be connected with or served on the board ofdirectors of any company or entity which engages in the production, marketing or sale of anyproduct or service produced, marketed or sold by the Company; or (ii) any action or omission whichis injurious to the Company or which diverts customers or suppliers from the Company.          [(b) “Retirement” shall have the meaning (i) used in the PBG Salaried Employees RetirementPlan (the “Retirement Plan”), as then in effect, whether it occurs (without limitation) on theGrantee’s Early Retirement Date, Normal Retirement Date or Late Retirement Date (each as defined inthe Retirement Plan), or (ii) in the absence of such Retirement Plan being applicable to theGrantee, as determined by the Committee in its sole discretion.] [Notwithstanding the precedingsentence, if the Restricted Stock Units are covered by section 409Aof the Code, then for purposes of determining the time of payment (but notvesting), Retirement shall not be deemed to occur unless the Grantee has incurred a “separationfrom service,” as that term is defined in Code section 409A, and the age and service requirementsfor Retirement shall be those specified under the Retirement Plan on the Grant Date (and these shallapply without regard to whether the Retirement Plan is applicable to the Grantee). If a Retirementoccurs for vesting at a time when Retirement has not occurred for payment, payment will be made assoon as practicable after the date payment would have been made if the Grantee had remained inemployment until vesting without regard to Retirement. If the Grantee is a “key employee” withinthe meaning of Code section 409A, the time of payment that is related to Retirement will be delayedas required by Code section 409A.]          (c) “Total Disability” shall mean becoming totally and permanently disabled, as determined forpurposes of the Company’s Long Term Disability Plan (or in the absence of such Disability Planbeing applicable to the Grantee, as determined by the Committee in its sole discretion).[Notwithstanding the preceding sentence, if the Restricted Stock Units are covered by Code section409A, then for purposes of time of payment but not for vesting “Total Disability” shall meanbecoming “disabled” within the meaning of Code section 409A(a)(2)(C).     If a Disability occurs for vesting at a time when Disability has not occurred for payment,payment will be made as soon as practicable after the date payment would have been made if theGrantee had remained in employment until vesting without regard to Disability. ]          (d)“Change in Control” shall mean the occurrence of an eventdescribed in the Plan.
 

 
     10. Notices. Any notice to be given to PBG under the terms of this Agreement shall beaddressed to PBG’s Executive Compensation Group at One Pepsi Way, Somers, New York 10589, or suchother address as PBG may hereafter designate to the Grantee. Any such notice shall be deemed tohave been duly given when personally delivered, addressed as aforesaid, or when enclosed in aproperly sealed envelope or wrapper, addressed as aforesaid, and deposited, postage prepaid, withthe federal postal service.     11. Binding Effect.          (a) This Agreement shall be binding upon and inure to the benefit of any assignee or successorin interest to PBG, whether by merger, consolidation or the sale of all or substantially all ofPBG’s assets. PBG will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of PBG toexpressly assume and agree to perform this Agreement in the same manner and to the same extent thatPBG would be required to perform it if no such succession had taken place.          (b) This Agreement shall be binding upon and inure to the benefit of the Grantee or his legalrepresentative and any person to whom the Restricted Stock Unit award may be transferred by will orthe applicable laws of descent and distribution.     12. No Contract of Employment; Agreement’s Survival. This Agreement is not a contractof employment, nor does it impose on the Company any obligation to retain the Grantee in itsemploy. This Agreement shall survive the termination of the Grantee’s employment for any reason.     13. Amendment; Waiver. No provision of this Agreement may be amended or waived unlessagreed to in writing and signed by the Committee, and no such amendment or waiver shall cause theAgreement to violate Code section 409A. Any such amendment to this Agreement that is adverse tothe Grantee shall not be effective unless and until the Grantee consents, in writing, to suchamendment (provided that any amendment that is required to comply with Code section 409A shall beeffective without consent unless the Grantee expressly denies consent to such amendment inwriting). The failure to exercise, or any delay in exercising, any right, power or remedy underthis Agreement shall not waive any right, power or remedy which the Company has under thisAgreement.     14. Severability or Reform by Court. In the event that any provision of thisAgreement is deemed by a court to be broader than permitted by applicable law, then such provisionshall be reformed (or otherwise revised or narrowed) so that it is enforceable to the fullestextent permitted by applicable law. If any provision of this Agreement shall be declared by acourt to be invalid or unenforceable to any extent, the validity or enforceability of the remainingprovisions of this Agreement shall not be affected.     15. Prospectus. The Grantee consents to receive copies of the Plan, the PlanProspectus and other Plan information, including, if applicable, information prepared to complywith laws outside the United States, from the Company’s employee intranet athttp:\\.execcomp.pbg.pvt, following the receipt of the Restricted Stock Unit Agreement. TheGrantee also consents to receive stockholder information, including copies of any annual report,proxy and Form 10K, from the investor relations section of the PBG web site at www.pbg.com. TheGrantee acknowledges that this consent may be withdrawn only by written notice in accordance withSection 10, which notice may be given at any time, and that written copies of the Plan, PlanProspectus, other Plan information and stockholder information are available by written request tothe Company secretary.
 

 
     16. Plan Controls. The Restricted Stock Unit award and the terms and conditions setforth herein are subject in all respects to the terms and conditions of the Plan and any operatingguidelines or other policies or regulations which govern administration of the Plan (“PlanGuidelines”), which shall be controlling, except to the extent this Agreement is more restrictivethan is required under the Plan or Plan Guidelines and except to the extent provided in thisSection 16. [Notwithstanding Section 4(c)(i) of the Plan, a Company approved transfer to an alliedorganization shall not result in immediate vesting, but employment with the allied organizationshall be treated as employment with the Company for purposes of vesting.] If the Restricted StockUnits are covered by Code section 409A, then notwithstanding Section 9 of the Plan, payment of theRestricted Stock Units shall not be accelerated in connection with any change in control that isnot a change event described in Code section 409A(a)(2)(A)(v). PBG reserves its rights to amend orterminate the Plan at any time without the consent of the Grantee; provided,however, that the Restricted Stock Unit award outstanding under the Plan at the time ofsuch action shall not be adversely affected thereby and such amendment shall not cause theAgreement to violate Code section 409A. All interpretations or determinations of the Committee orits delegate shall be final, binding and conclusive upon the Grantee (and his legalrepresentatives and any recipient of a transfer of the Restricted Stock Unit award) on any questionarising hereunder or under the Plan, the Plan Guidelines or other policies or regulationswhich govern administration of the Plan.     17. Rights to Future Grants. By entering into this Agreement, the Granteeacknowledges and agrees that (i) the award and acceptance of Restricted Stock Units pursuant tothis Agreement does not entitle the Grantee to future grants of stock options or other awards inthe future under the Plan or any other plan; (ii) the Plan is established voluntarily by theCompany, is discretionary in nature, and may be modified, amended or terminated by the Company atany time unless otherwise provided in the Plan or in this Agreement; (iii) this Restricted StockUnit award is not part of normal or expected compensation or salary for any purposes, including,but not limited to calculating any severance, termination, redundancy, bonuses, retirement paymentsor similar payment insofar as permitted by law; (iv) no claim or entitlement to compensation ordamages shall arise from termination or diminution in value of this Restricted Stock Unit awardresulting from the termination of Grantee’s employment by the Company.     18. Compliance with Law. The Grantee further agrees to seek all necessary approvalunder, make all required notifications under and comply with all laws, rules and regulationsapplicable to the ownership of stock options, rights and stock and the payment of the RestrictedStock Units, including, without limitation, currency and exchange laws, rules and regulations.     19. Data Transfer. By accepting the Restricted Stock Units, the Grantee hasvoluntarily consented to the collection, use, processing and transfer of personal data about theGrantee, including the Grantee’s name, home address and telephone number, date of birth, socialsecurity number or other employee identification number, salary, nationality, job title, anddetails of the Restricted Stock Units and all other equity awards from the Company for the purposeof managing and administering the Plan (“Plan Administration Data”). The Company will transferPlan Administration Data internally as necessary for the purpose of implementation, administrationand management of the Grantee’s participation in the Plan, and PBG and any subsidiary included inthe Company may each further transfer Plan Administration Data to any third parties assisting theCompany in the implementation, administration and management of the Plan, including the transfer ofPlan Administration Data within and outside of the Grantee’s country of residence.     20. Governing Law and Documents. This Agreement shall be governed by, construed andenforced in accordance with the laws of the state of Delaware, without giving effect to conflict oflaws principles. If the Grantee has received this or any other document related to the
 

 
Plan translated into a language other than English (and if the translated version is different than theEnglish version), the English version will control in all cases.     Please indicate your understanding and acceptance of the foregoing by signing and returning acopy of this Agreement.      The Pepsi Bottling Group, Inc.