**EXHIBIT 10.32****FORM OF NON-EMPLOYEE DIRECTOR 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”) (which is authorized to administer thePlan) has approved the PBG Directors’ Stock Plan as Amended and Restated (the “Plan”), for thepurposes and subject to the provisions set forth in the Plan; and     WHEREAS, pursuant to the Plan, the Grantee has been granted an award of restricted stock unitsas 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 Board shall determine;     NOW, THEREFORE, it is mutually agreed as follows:     1. Grant. PBG hereby grants to you, on the terms and conditions set forth herein, anaggregate of [   ] Restricted Stock Units subject to, and in accordance with, theterms set forth in this Agreement. The number of Restricted Stock Units granted to you has beencalculated by dividing the face amount of the award, as established under the Plan, by the FairMarket Value (as defined in the Plan) of a share of PBG Common Stock on the grant date establishedunder the Plan and rounding the result up (if necessary) to the nearest whole number.     2. Restrictions. Subject to the terms and conditions set forth herein, yourRestricted Stock Units shall become fully vested on the Grant Date and shall be payable [on theGrant Date [[*or alternatively*] one year after the Grant Date], or on such later date as you electin accordance with the terms of the Plan; provided, however, that in the event ofyour Total Disability (as defined in Section 10 below),separation from service as a director of PBG, or death, then you, or in the event of yourdeath, your legal representative (or any person to whom the Restricted Stock Units may betransferred by will or the applicable laws of descent and distribution), shall be paid theRestricted Stock Units in accordance with Section 3.     3. Payment. Restricted Stock Units shall be settled in shares of PBG Common Stock[[*or alternatively*] cash]. You shall receive one share of PBG Common Stock for each vestedRestricted Stock Unit. To the extent necessary for reasons of practicability, settlement may occurafter the payment date or event that applies under Section 2, but in all cases payment shall bemade within such time after the date or event as will qualify as payment on the date or event forpurposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).     4. Book Account. A book account in respect of your Restricted Stock Units shall bemaintained by PBG until the shares of PBG Common Stock are paid to you or your estate, subject toyour or your executor’s delivery of any documents which the Board or its delegate may require as acondition to the issuance of shares of PBG Common Stock and the delivery of such shares to you oryour estate. Shares may be delivered to you or your estate by a stock certificate or certificatesregistered in your name, or in such manner as you or your estate shall designate, or may bedelivered through book entry transfer, where available.
 

 
     5. Dividend Equivalents. During any deferral period, you shall accumulate dividendequivalents with respect to the Restricted Stock Units, which dividend equivalents shall be paid inshares (rounded up, if necessary, to the nearest share) to you only when any deferral period endsand the Restricted Stock Units become payable. Dividend equivalents shall equal the dividendsactually paid with respect to PBG Common Stock during any deferral period.     6. Misconduct. If the Board determines that the Grantee has committed “Misconduct” atany time prior to, or within twelve months after, the payment of any Restricted Stock Units, thenthe Board may, in its sole discretion cancel any outstanding Restricted StockUnits. Misconduct occurs if a majority of the Board determines that you: (a) engaged in any actwhich is considered to be contrary to PBG’s best interests, including, but not limited to,recruiting or soliciting employees of PBG; (b) violated PBG’s Code of Conduct or engaged in anyother activity which constitutes gross misconduct; (c) engaged in unlawful trading in thesecurities of PBG or of any other company based on information gained as a result of your serviceas a Director of PBG; or (d) disclosed to an unauthorized person or misused confidentialinformation or trade secrets of PBG.     7. 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 PBG to its shareholders), (c)any partial or complete liquidation, or (d) other similar corporate change, such equitableadjustments shall be made in your Restricted Stock Unit award as the Board determines are necessaryand appropriate, including, if necessary, an adjustment in the maximum number or kind of sharessubject to the Restricted Stock Unit award (including the conversion of shares subject to theRestricted 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.     8. Registration, Listing and Qualification of Shares. The Restricted Stock Unitsshall be subject to the requirements that if, at any time, the Board 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 Board. The Board may require that you make such representations and agreementsand furnish such information as the Board deems appropriate to assure compliance with or exemptionfrom the foregoing or any other applicable legal requirement, and may cause the certificate orcertificates issued to you to bear a legend indicating the existence of any restriction resultingfrom such representations or agreements.     9. Nontransferability. Unless the Board 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 orassignment shall be null and void.     10. Definition. As used in this Agreement, the term “Total Disability” shall meanbecoming “disabled” within the meaning of Code section 409A(a)(2)(C).     11. 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.
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     12. 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/orassets of PBG to expressly assume and agree to perform this Agreement in the same manner and to thesame extent that PBG 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.     13. No Rights to Continue as a Director. The Restricted Stock Units granted to youhereunder do not confer on you any right to continue as a Director of PBG or interfere in any waywith PBG’s right to determine the terms of your directorship. This Agreement shall survive thetermination of the Grantee’s directorship for any reason.     14. Amendment; Waiver. No provision of this Agreement may be materially amended orwaived unless agreed to in writing and signed by the Board, and no such amendment or waiver shallcause the Agreement to violate Code section 409A. Any such amendment to this Agreement that ismaterially adverse to the Grantee shall not be effective unless and until the Grantee consents, inwriting, to such amendment (provided that any amendment that is required to comply with Codesection 409A shall be effective without consent unless the Grantee expressly denies consent to suchamendment in writing). The failure to exercise, or any delay in exercising, any right, power orremedy under this Agreement shall not waive any right, power or remedy which PBG has under thisAgreement.     15. 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.     16. Prospectus. You hereby acknowledge that you have received a copy of theProspectus relating to the Plan. You also consent to receive stockholder information, includingcopies of any annual report, proxy statement and Form 10-K, from the investor relations section ofthe PBG website at www.pbg.com. You acknowledge that this consent may be withdrawn only by writtennotice in accordance with Section 10, which notice may be given at any time, and that writtencopies of the Plan, Plan Prospectus, other Plan information and stockholder information areavailable by written request to PBG’s Secretary.     17. 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 17. PBG reserves its rights to amend or terminate the Plan at any time without the consentof the Grantee; provided, however, that the limitations on amending this RestrictedStock Unit award under Section 14 above shall apply to any Plan amendment that would have amaterial adverse effect on the award, and such amendment or termination shall not cause theAgreement to violate Code section 409A. All interpretations or determinations of the Board or itsdelegate shall be final, binding and conclusive upon the Grantee (and his legal representatives andany recipient of a transfer of the Restricted Stock Unit award) on any question arising hereunderor under the Plan, the Plan Guidelines or other policies or regulations which govern administrationof the Plan.
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     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. 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.     Please indicate your understanding and acceptance of the foregoing by signing and returning acopy of this Agreement.      The Pepsi Bottling Group, Inc.        BY:      I confirm my understanding of the foregoing