exv10w1






Exhibit 10.1




PEPSICO, INC.

2007 LONG-TERM INCENTIVE PLAN

(as amended and restated March 12, 2010)





	1.	 	Purposes.





        The purposes of the Plan are to provide long-term incentives to those persons with significant
responsibility for the success and growth of PepsiCo and its subsidiaries, divisions and affiliated
businesses, to associate the interests of such persons with those of PepsiCo’s shareholders, to
assist PepsiCo in recruiting, retaining and motivating a diverse group of employees and outside
directors on a competitive basis, and to ensure a pay-for-performance linkage for such employees
and outside directors.




	2.	 	Definitions.





        For purposes of the Plan, the following capitalized terms shall have the meanings specified
below:




	 	(a)	 	“Award” means a grant of Options, Stock Appreciation Rights,
Restricted Shares, Restricted Stock Units, Performance Shares,
Performance Units, Stock Awards, or any or all of them (but a Stock
Award may not be granted to employees or officers).
	 
	 	(b)	 	“Board” means the Board of Directors of PepsiCo.
	 
	 	(c)	 	“Cause” has the meaning set forth in Section 11(b)(ii).
	 
	 	(d)	 	“Change in Control” has the meaning set forth in Section 11(b)(i).
	 
	 	(e)	 	“Change-in-Control Treatment” has the meaning set forth in Section 11(a)(ii).
	 
	 	(f)	 	“Code” means the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code shall also be a reference to any
successor section of the Code (or a successor code).
	 
	 	(g)	 	“Committee” means, with respect to any matter relating to Section 8 of
the Plan, the Board, and with respect to all other matters under the
Plan, the Compensation Committee of the Board. The Compensation
Committee shall be appointed by the Board and shall consist of two or
more independent, outside members of the Board. In the judgment of the
Board, the Compensation Committee shall be qualified to administer the
Plan as contemplated by (a) Rule 16b-3 of the Exchange Act, (b) Code
Section 162(m) and the regulations thereunder, and (c) any rules and
regulations of a stock exchange on which Common Stock is traded. Any
member of the Compensation Committee of the Board who does not satisfy
the qualifications set out in the preceding sentence may recuse
himself or herself from any vote or other action taken by the
Compensation Committee of the Board.




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	 	(h)	 	“Common Stock” means the common stock, par value 1-2/3 cents per
share, of PepsiCo.
	 
	 	(i)	 	“Company” means PepsiCo, its subsidiaries, divisions and affiliated businesses.
	 
	 	(j)	 	“Covered Employee” means any PepsiCo employee for whom PepsiCo is
subject to the deductibility limitation imposed by Code
Section 162(m).
	 
	 	(k)	 	“Director Deferral Program” means the PepsiCo Director Deferral
Program, as amended from time to time, and any successor program.
	 
	 	(l)	 	“Effective Date” means the date on which the Plan as amended and
restated as of March 12, 2010 is approved by PepsiCo’s shareholders.
	 
	 	(m)	 	“Eligible Person” means any of the following individuals who is
designated by the Committee as eligible to receive Awards, subject to
the conditions set forth in the Plan: (i) any employee of the Company
(including any officer of the Company and any Employee Director) provided that the term employee does not include any individual who is
not, as of the grant date of an Award, classified by the Company as an
employee on its corporate books and records even if that individual is
later reclassified (by the Company, any court, any governmental agency
or otherwise) as an employee as of the grant date; (ii) any consultant
or advisor of the Company; and (iii) any Non-Employee Director who is
eligible to receive an Award in accordance with Section 8 hereof.
	 
	 	(n)	 	“Employee Director” means a member of the Board who is also an
employee of the Company.
	 
	 	(o)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
	 
	 	(p)	 	“Fair Market Value” on any date means the average of the high and low
market prices at which a share of Common Stock shall have been sold on
such date, or the immediately preceding trading day if such date was
not a trading day, as reported on the New York Stock Exchange
Composite Transactions Listing and, in the case of an ISO, means fair
market value as determined by the Committee in accordance with Code
Section 422 and, in the case of an Option or SAR that is intended to
be exempt from Code Section 409A, fair market value as determined by
the Committee in accordance with Code Section 409A.
	 
	 	(q)	 	“Full-Value Award” means any Restricted Shares, Restricted Stock
Units, Performance Shares, Performance Units or Stock Awards.
	 
	 	(r)	 	“Good Reason” has the meaning set forth in Section 11(b)(iii).
	 
	 	(s)	 	“Initial Grant” has the meaning set forth in Section 8(b).




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	 	(t)	 	“ISO” means an Option satisfying the requirements of Code Section 422
and designated as an ISO by the Committee.
	 
	 	(u)	 	“Non-Employee Director” means a member of the Board who is not an
employee of the Company.
	 
	 	(v)	 	“NQSO” or “Non-Qualified Stock Option” means an Option that does not
satisfy the requirements of Code Section 422 or that is not designated
as an ISO by the Committee.
	 
	 	(w)	 	“Option Exercise Price” means the purchase price per share of Common
Stock covered by an Option granted pursuant to the Plan.
	 
	 	(x)	 	“Options” means the right to purchase shares of Common Stock at a
specified price for a specified period of time.
	 
	 	(y)	 	“Participant” means an Eligible Person who has received an Award under
the Plan.
	 
	 	(z)	 	“Payment Shares” has the meaning set forth in Section 8(d).
	 
	 	(aa)	 	“PepsiCo” means PepsiCo, Inc., a North Carolina corporation, and its
successors and assigns.
	 
	 	(bb)	 	“Performance Awards” means an Award of Options, Performance Shares,
Performance Units, Restricted Shares, Restricted Stock Units or SARs
conditioned on the achievement of Performance Goals during a
Performance Period.
	 
	 	(cc)	 	“Performance-Based Exception” means the performance-based exception
to the deductibility limitations of Code Section 162(m), as set forth
in Code Section 162(m)(4)(C).
	 
	 	(dd)	 	“Performance Goals” means the goals established by the Committee
under Section 7(d).
	 
	 	(ee)	 	“Performance Measures” means the criteria set out in Section 7(d)
that may be used by the Committee as the basis for a Performance
Goal.
	 
	 	(ff)	 	“Performance Period” means the period established by the Committee
during which the achievement of Performance Goals is assessed in
order to determine whether and to what extent an Award that is
conditioned on attaining Performance Goals has been earned.
	 
	 	(gg)	 	“Performance Shares” means an Award of shares of Common Stock awarded
to a Participant based on the achievement of Performance Goals during
a Performance Period.




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	 	(hh)	 	“Performance Units” means an Award denominated in shares of Common
Stock, cash or a combination thereof, as determined by the Committee,
awarded to a Participant based on the achievement of Performance
Goals during a Performance Period.
	 
	 	(ii)	 	“Plan” means this PepsiCo, Inc. 2007 Long-Term Incentive Plan, as
amended and restated from time to time.
	 
	 	(jj)	 	“Prior Plans” means the PepsiCo, Inc. 2003 Long-Term Incentive Plan,
the PepsiCo, Inc. 1994 Long-Term Incentive Plan, the PepsiCo, Inc.
1995 Stock Option Incentive Plan, the PepsiCo SharePower Stock Option
Plan, the Director Stock Plan, the PepsiCo 1987 Incentive Plan, PBG
2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG
Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long
Term Incentive Plan, PBG Directors’ Stock Plan, PBG Stock Incentive
Plan, PepsiAmericas, Inc. 2000 Stock Incentive Plan, Quaker Long Term
Incentive Plan of 1990, Quaker Long Term Incentive Plan of 1999 and
Quaker Stock Compensation Plan for Outside Directors, each as amended
and restated from time to time.
	 
	 	(kk)	 	“Restricted Shares” means shares of Common Stock that are subject to
such restrictions and such other terms and conditions as the
Committee may establish.
	 
	 	(ll)	 	“Restricted Stock Units” means the right, as described in
Section 7(c), to receive an amount, payable in either cash, shares of
Common Stock or a combination thereof, equal to the value of a
specified number of shares of Common Stock, subject to such terms and
conditions as the Committee may establish.
	 
	 	(mm)	 	“Restriction Period” means, with respect to Performance Shares,
Performance Units, Restricted Shares, Restricted Stock Units or Stock
Awards, the period during which any risk of forfeiture or other
restrictions set by the Committee remain in effect. Such restrictions
remain in effect until such time as they have lapsed under the terms
and conditions of the Performance Shares, Performance Units,
Restricted Shares or Restricted Stock Units or as otherwise
determined by the Committee.
	 
	 	(nn)	 	“Stock Appreciation Rights” or “SARs” means the right to receive a
payment equal to the excess of the Fair Market Value of a share of
Common Stock on the date the Stock Appreciation Rights are exercised
over the exercise price per share of Common Stock established for
those Stock Appreciation Rights at the time of grant, multiplied by
the number of shares of Common Stock with respect to which the Stock
Appreciation Rights are exercised.
	 
	 	(oo)	 	“Stock Award” means an Award of shares of Common Stock, including
Payment Shares, that are subject to such terms, conditions and
restrictions (if any) as determined by the Committee in accordance
with Section 7(e).




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	3.	 	Administration of the Plan.






	 	(a)	 	Authority of Committee. The Plan shall be administered by the
Committee, which shall have all the powers vested in it by the terms
of the Plan, such powers to include the authority (within the
limitations described in the Plan):






	 	•	 	to select the persons to be granted Awards under the Plan;
	 
	 	•	 	to determine the type, size and terms of Awards to be made to each
Participant;
	 
	 	•	 	to determine the time when Awards are to be granted and any conditions
that must be satisfied before an Award is granted;
	 
	 	•	 	to establish objectives and conditions for earning Awards;
	 
	 	•	 	to determine whether an Award shall be evidenced by an agreement and,
if so, to determine the terms and conditions of such agreement (which
shall not be inconsistent with the Plan) and who must sign such
agreement;
	 
	 	•	 	to determine whether the conditions for earning an Award have been met
and whether an Award will be paid at the end of an applicable
Performance Period;
	 
	 	•	 	except as otherwise provided in Section 7(d) and Section 13(b), to
modify the terms of Awards made under the Plan;
	 
	 	•	 	to determine if, when and under what conditions payment of all or any
part of an Award may be deferred;
	 
	 	•	 	to determine whether the amount or payment of an Award should be
reduced or eliminated;
	 
	 	•	 	to determine the guidelines and/or procedures for the payment or
exercise of Awards; and
	 
	 	•	 	to determine whether an Award should qualify, regardless of its
amount, as deductible in its entirety for federal income tax purposes,
including whether any Awards granted to Covered Employees or any other
employee should comply with the Performance-Based Exception.






	 	(b)	 	Interpretation of Plan. The Committee shall have full power and
authority to administer and interpret the Plan and to adopt or
establish such rules, regulations, agreements, guidelines, procedures
and instruments, which are not contrary to the terms of the Plan and
which, in its opinion, may be necessary or advisable for the
administration and operation of the Plan. The Committee’s
interpretations of the





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	 	 	 	Plan, and all actions taken and determinations
made by the Committee pursuant to the powers vested in it hereunder,
shall be conclusive and binding on all parties concerned, including
PepsiCo, its shareholders and all Eligible Persons and Participants.






	 	(c)	 	Delegation of Authority. To the extent not prohibited by law, the
Committee (i) may delegate its authority hereunder to one or more of
its members or other persons (except that no such delegation shall be
permitted with respect to Awards to Eligible Persons who are subject
to Section 16 of the Exchange Act and Awards intended to comply with
the Performance-Based Exception) and (ii) may grant authority to
employees or designate employees of the Company to execute documents
on behalf of the Committee or to otherwise assist the Committee in the
administration and operation of the Plan.






	4.	 	Eligibility.






	 	(a)	 	General. Subject to the terms and conditions of the Plan, the
Committee may, from time to time, select from all Eligible Persons
those to whom Awards shall be granted under Section 7 and shall
determine the nature and amount of each Award. Non-Employee Directors
shall be eligible to receive Awards only pursuant to Section 8.






	 	(b)	 	International Participants. Notwithstanding any provision of the
Plan to the contrary, in order to foster and promote achievement of
the purposes of the Plan or to comply with provisions of the laws in
countries outside the United States in which the Company operates or
has employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which Eligible Persons (if any)
employed by the Company outside the United States should participate
in the Plan, (ii) modify the terms and conditions of any Awards made
to such Eligible Persons, and (iii) establish sub-plans, modified
Option exercise procedures and other Award terms, conditions and
procedures to the extent such actions may be necessary or advisable to
comply with provisions of the laws in such countries outside the
United States in order to assure the lawfulness, validity and
effectiveness of Awards granted under the Plan and to the extent such
actions are consistent with the Committee’s authority to amend the
Plan absent shareholder approval pursuant to Section 13(b).






	5.	 	Shares of Common Stock Subject to the Plan.






	 	(a)	 	Authorized Number of Shares. Unless otherwise authorized by
PepsiCo’s shareholders and subject to the provisions of this Section 5
and Section 10, the maximum aggregate number of shares of Common Stock
available for issuance under the Plan shall be the total of (i) 195
million shares plus (ii) the total number of shares of Common Stock
underlying awards under the Prior Plans that are cancelled or expire
after May 2, 2007 without delivery of shares.




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	 	(b)	 	Share Counting. The following rules shall apply in determining the
number of shares of Common Stock remaining available for grant under
the Plan:






	 	(i)	 	Any shares of Common Stock subject to (A) Options or SARs, whether
granted before or after the Effective Date or (B) Full-Value Awards
granted before the Effective Date shall be counted against the maximum
share limitation of Section 5(a) as one (1) share of Common Stock for
every share of Common Stock subject thereto. Any shares of Common
Stock subject to Full-Value Awards granted on or after the Effective
Date shall be counted against the maximum share limitation of Section
5(a) as three (3) shares of Common Stock for every share of Common
Stock subject thereto. Awards that by their terms do not permit
settlement in shares of Common Stock shall not reduce the number of
shares of Common Stock available for issuance under the Plan.






	 	(ii)	 	(A) 	To the extent that any Award of Options or SARs, whether granted
before, on or after the Effective Date, is forfeited, cancelled,
settled in cash rather than shares (pursuant to the terms of an Award
that permits but does not require cash settlement), returned to the
Company for failure to satisfy vesting requirements or other
conditions of the Award, or otherwise terminates without an issuance
of shares of Common Stock being made thereunder, the maximum share
limitation of Section 5(a) shall be credited with one (1) share of
Common Stock for each share of Common Stock subject to such Award of
Options or SARs, and such number of credited shares of Common Stock
may again be made subject to Awards under the Plan, subject to the
foregoing maximum share limitation.






	 	(B)	 	To the extent that any Full-Value Award granted on or after the
Effective Date is forfeited, cancelled, settled in cash rather than
shares (pursuant to the terms of an Award that permits but does not
require cash settlement), returned to the Company for failure to
satisfy vesting requirements or other conditions of the Award, or
otherwise terminates without an issuance of shares of Common Stock
being made thereunder, the maximum share limitation of Section 5(a)
shall be credited with three (3) shares of Common Stock for each
share of Common Stock subject to such Full-Value Award and such
number of credited shares of Common Stock may again be made subject
to Awards under the Plan, subject to the foregoing maximum share
limitation.
	 
	 	(C)	 	To the extent that any Full-Value Award granted before the
Effective Date is forfeited, cancelled, settled in cash rather than
shares (pursuant to the terms of an Award that permits but does not
require cash settlement), returned to the Company for failure to
satisfy vesting requirements or other conditions of the Award, or
otherwise 




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	 	 	 	terminates without an issuance of shares of Common Stock
being made thereunder, the maximum share limitation of Section 5(a)
shall be credited with one (1) share of Common Stock for each share
of Common Stock subject to such Full-Value Award, and such number of
credited shares of Common Stock may again be made subject to Awards
under the Plan subject to the foregoing maximum share limitation.






	 	(iii)	 	Any shares of Common Stock that are tendered by a Participant or
withheld as full or partial payment of withholding or other taxes or
as payment for the exercise or conversion price of an Award under
the Plan shall not be added back to the number of shares of Common
Stock available for issuance under the Plan. Upon exercise of a
stock-settled Stock Appreciation Right, the number of shares subject
to the Award that are then being exercised shall be counted against
the maximum aggregate number of shares of Common Stock that may be
issued under the Plan as provided above, on the basis of one share
for every share subject thereto, regardless of the actual number of
shares used to settle the Stock Appreciation Right upon exercise.
	 
	 	(iv)	 	Any shares of Common Stock underlying Awards granted through the
assumption of, or in substitution for, outstanding awards previously
granted to individuals who become employees of the Company as a
result of a merger, consolidation, acquisition or other corporate
transaction involving the Company shall not, unless required by law
or regulation, count against the reserve of available shares of
Common Stock under the Plan.






	 	(c)	 	Share Limitation. No more than five percent (5%) of the shares of
Common Stock authorized under Section 5(a) may be issued in connection
with the following Awards whether granted before or after the
Effective Date:






	 	(i)	 	Restricted Shares or Restricted Stock Units having a time-based
Restriction Period less than three years (but in no event less than
one year), subject to (A) pro rata vesting prior to the expiration of
any Restriction Period and (B) acceleration due to the Participant’s
death, total disability or retirement;
	 
	 	(ii)	 	Restricted Shares or Restricted Stock Units having a time-based
Restriction Period that is actually accelerated due to a Participant’s
transfer to an affiliated business; or
	 
	 	(iii)	 	Stock Awards having a Restriction Period of less than three (3)
years (not including transfers to satisfy required tax withholding or
intra-family transfers permitted by the Committee), subject to
acceleration due to the Participant’s death or total disability,






	 	 	 	in each case described in (i), (ii) or (iii) above, as specified in
the applicable Award






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	 	 	 	agreement; provided that such limitations shall not be applicable to Payment Shares to Non-Employee Directors.






	 	(d)	 	Shares to be Delivered. The source of shares of Common Stock to be
delivered by the Company under the Plan shall be determined by the
Company and may consist in whole or in part of authorized but unissued
shares or repurchased shares.






	6.	 	Award Limitations.





     The maximum number of shares of Common Stock subject to Options and SARs that can be granted
to any Eligible Person during a single calendar year shall not exceed two (2) million shares. The
maximum amount of Awards other than Options and SARs that can be granted to any Eligible Person
during a single calendar year shall not exceed $15 million; provided that the foregoing limitation
shall be applied to an Award that is denominated in shares of Common Stock on the basis of the Fair
Market Value of such shares on the date the Award is granted. Notwithstanding the limitation set
forth in the preceding sentence, the maximum Award that may be granted to any Eligible Person for a
Performance Period longer than one calendar year shall not exceed the foregoing annual maximum
multiplied by the number of full calendar years in the Performance Period.




	7.	 	Awards to Eligible Persons.






	 	(a)	 	Options.






	 	(i)	 	Grants. Subject to the terms and conditions of the Plan, Options
may be granted to Eligible Persons. Options may consist of ISOs or
NQSOs, as the Committee shall determine. Options may be granted alone
or in tandem with SARs. With respect to Options granted in tandem with
SARs, the exercise of either such Options or such SARs will result in
the simultaneous cancellation of the same number of tandem SARs or
Options, as the case may be.
	 
	 	(ii)	 	Option Exercise Price. The Option Exercise Price shall be equal to
or, at the Committee’s discretion, greater than the Fair Market Value
on the date the Option is granted, unless the Option was granted
through the assumption of, or in substitution for, outstanding awards
previously granted to individuals who became employees of the Company
as a result of a merger, consolidation, acquisition or other
corporate transaction involving the Company (in which case the
assumption or substitution shall be accomplished in a manner that
permits the Option to be exempt from Code Section 409A).
	 
	 	(iii)	 	Term. The term of Options shall be determined by the Committee in
its sole discretion, but in no event shall the term exceed ten (10)
years from the date of grant; provided, however, that Awards of
NQSOs and SARs covering up to five (5) million shares of Common Stock, in the aggregate,




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	 	 	 	may be issued with a term of up to fifteen (15) years.






	 	(iv)	 	ISO Limits. ISOs may be granted only to Eligible Persons who are
employees of PepsiCo or of any parent or subsidiary corporation
(within the meaning of Code Section 424) on the date of grant, and
may only be granted to an employee who, at the time the Option is
granted, does not own stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of PepsiCo or
of any parent or subsidiary corporation (within the meaning of Code
Section 424). The aggregate Fair Market Value of all shares of Common
Stock with respect to which ISOs are exercisable by a Participant for
the first time during any calendar year (under all plans of the
Company) shall not exceed $100,000 or such other amount as may
subsequently be specified by the Code and/or applicable regulations.
The aggregate Fair Market Value of such shares shall be determined at
the time the Option is granted. ISOs shall contain such other
provisions as the Committee shall deem advisable but shall in all
events be consistent with and contain or be deemed to contain all
provisions required in order to qualify as incentive stock options
under Code Section 422. No more than 195 million of the shares of
Common Stock authorized for issuance under the Plan may be issued in
the form of ISOs.
	 
	 	(v)	 	No Repricing. Subject to the anti-dilution adjustment provisions
set forth in Section 10, without the approval of PepsiCo’s
shareholders, (A) the Option Exercise Price for any outstanding Option
granted under the Plan may not be decreased after the date of grant,
(B) no outstanding Option granted under the Plan may be surrendered to
the Company as consideration for the grant of a new Option with a
lower Option Exercise Price, and (C) no other modifications to any
outstanding Option may be made that would be treated as a “repricing”
under the then applicable rules, regulations or listing requirements
adopted by the New York Stock Exchange.
	 
	 	(vi)	 	Form of Payment. The Option Exercise Price shall be paid to the
Company at the time of such exercise, subject to any applicable rules
or regulations adopted by the Committee:






	 	(A)	 	to the extent permitted by applicable law, pursuant to cashless
exercise procedures that are, from time to time, approved by the
Committee;
	 
	 	(B)	 	through the tender of shares of Common Stock owned by the Participant
(or by delivering a certification or attestation of ownership of such
shares) valued at their Fair Market Value on the date of exercise;
	 
	 	(C)	 	in cash or its equivalent; or




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	 	(D)	 	by any combination of (A), (B), and (C) above.






	 	(vii)	 	No Dividend Equivalents. No dividends or dividend equivalents may
be paid on Options. Except as otherwise provided herein, a
Participant shall have no rights as a holder of Common Stock with
respect to shares of Common Stock covered by an Option unless and
until such shares of Common Stock have been registered to the
Participant as the owner.






	 	(b)	 	Stock Appreciation Rights.






	 	(i)	 	Grants. Subject to the terms and provisions of the Plan, SARs may
be granted to Eligible Persons. SARs may be granted alone or in tandem
with Options. With respect to SARs granted in tandem with Options, the
exercise of either such Options or such SARs will result in the
simultaneous cancellation of the same number of tandem SARs or
Options, as the case may be.
	 
	 	(ii)	 	Exercise Price. The exercise price per share of Common Stock
covered by a SAR granted pursuant to the Plan shall be equal to or,
at the Committee’s discretion, greater than Fair Market Value on the
date the SAR is granted, unless the SAR was granted through the
assumption of, or in substitution for, outstanding awards previously
granted to individuals who became employees of the Company as a
result of a merger, consolidation, acquisition or other corporate
transaction involving the Company (in which case the assumption or
substitution shall be accomplished in a manner that permits the SAR
to be exempt from Code Section 409A).
	 
	 	(iii)	 	Term. The term of a SAR shall be determined by the Committee in
its sole discretion, but, subject to Section 7(a)(iii), in no event
shall the term exceed ten (10) years from the date of grant.
	 
	 	(iv)	 	No Repricing. Except for anti-dilution adjustments made pursuant to
Section 10, without the approval of PepsiCo’s shareholders, (A) the
exercise price for any outstanding SAR granted under the Plan may not
be decreased after the date of grant, (B) no outstanding SAR granted
under the Plan may be surrendered to the Company as consideration for
the grant of a new SAR with a lower exercise price, and (C) no other
modifications to any outstanding SAR may be made that would be
treated as a “repricing” under the then applicable rules, regulations
or listing requirements adopted by the New York Stock Exchange.
	 
	 	(v)	 	Form of Payment. The Committee may authorize payment of a SAR in
the form of cash, Common Stock valued at its Fair Market Value on the
date of the exercise, a combination thereof, or by any other method as
the Committee may determine.




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	 	(vi)	 	No Dividend Equivalents. No dividends or dividend equivalents may
be paid on SARs.






	 	(c)	 	Restricted Shares / Restricted Stock Units.






	 	(i)	 	Grants. Subject to the terms and provisions of the Plan, Restricted
Shares or Restricted Stock Units may be granted to Eligible Persons.
	 
	 	(ii)	 	Restrictions. The Committee shall impose such terms, conditions
and/or restrictions on any Restricted Shares or Restricted Stock
Units granted pursuant to the Plan as it may deem advisable
including, without limitation: a requirement that Participants pay a
stipulated purchase price for each Restricted Share or each
Restricted Stock Unit; forfeiture conditions; transfer restrictions;
restrictions based upon the achievement of specific performance goals
(Company-wide, divisional, and/or individual); time-based
restrictions on vesting; and/or restrictions under applicable federal
or state securities laws. Except in the case of Awards covered by
Section 5(c), any time-based Restriction Period shall be for a
minimum of three years (subject to (A) pro rata vesting prior to the
expiration of any Restriction Period and (B) acceleration due to the
Participant’s death, total disability or retirement, in each case as
specified in the applicable Award agreement). To the extent the
Restricted Shares or Restricted Stock Units are intended to be
deductible under Code Section 162(m), the applicable restrictions
shall be based on the achievement of Performance Goals over a
Performance Period, as described in Section 7(d) below.
	 
	 	(iii)	 	Payment of Restricted Stock Units. Restricted Stock Units that
become payable in accordance with their terms and conditions shall
be settled in cash, shares of Common Stock, or a combination of cash
and shares, as determined by the Committee. Any person who holds
Restricted Stock Units shall have no ownership interest in the
shares of Common Stock to which the Restricted Stock Units relate
unless and until payment with respect to such Restricted Stock Units
is actually made in shares of Common Stock. The payment date shall
be as soon as practicable after the earliest of (A) any vesting date
that can be pre-determined at grant under the terms of an Award
agreement, and (B) the occurrence date of an applicable vesting
event (e.g., death, total disability, approved transfer or
retirement) specified in the applicable Award agreement.
	 
	 	(iv)	 	Transfer Restrictions. During the Restriction Period, Restricted
Shares may not be sold, assigned, transferred or otherwise disposed
of, or mortgaged, pledged or otherwise encumbered. In order to
enforce the limitations imposed upon the Restricted Shares, the
Committee may (A) cause a legend or legends to be placed on any
certificates evidencing such Restricted Shares, and/or (B) cause
“stop transfer” instructions to be issued, as it deems necessary or
appropriate. Restricted Stock Units may not




12









 












	 	 	 	be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged, or
otherwise encumbered at any time.
	 
	 	(v)	 	Dividend and Voting Rights. Unless otherwise determined by the
Committee, during the Restriction Period, Participants who hold
Restricted Shares shall have the right to receive dividends in cash or
other property or other distribution or rights in respect of such
shares and shall have the right to vote such shares as the record
owners thereof; provided that, unless otherwise determined by the
Committee, any dividends or other property payable to a Participant
during the Restriction Period shall be distributed to the Participant
only if and when the restrictions imposed on the applicable Restricted
Shares lapse. Unless otherwise determined by the Committee, during the
Restriction Period, Participants who hold Restricted Stock Units shall
be credited with dividend equivalents in respect of such Restricted
Stock Units; provided that, unless otherwise determined by the
Committee, such dividend equivalents shall be distributed (without
interest) to the Participant only if and when the restrictions imposed
on the applicable Restricted Stock Units lapse.
	 
	 	(vi)	 	Ownership of Restricted Shares. Restricted Shares issued under the
Plan shall be registered in the name of the Participant on the books
and records of the Company or its designee (or by one or more
physical certificates if physical certificates are issued with
respect to such Restricted Shares) subject to the applicable
restrictions imposed by the Plan. If a Restricted Share is forfeited
in accordance with the restrictions that apply to such Restricted
Shares, such interest or certificate, as the case may be, shall be
cancelled. At the end of the Restriction Period that applies to
Restricted Shares, the number of shares to which the Participant is
then entitled shall be delivered to the Participant free and clear of
the restrictions, either in certificated or uncertificated form. No
shares of Common Stock shall be registered in the name of the
Participant with respect to a Restricted Stock Unit unless and until
such unit is paid in shares of Common Stock.






	 	(d)	 	Performance Awards.






	 	(i)	 	Grants. Subject to the provisions of the Plan, Performance Awards
may be granted to Eligible Persons. Performance Awards may be granted
either alone or in addition to other Awards made under the Plan.
	 
	 	(ii)	 	Performance Goals. Unless otherwise determined by the Committee,
Performance Awards shall be conditioned on the achievement of
Performance Goals (which shall be based on one or more Performance
Measures, as determined by the Committee) over a Performance Period.
The Performance Period shall be one year, unless otherwise determined
by the Committee, provided that the Restriction Period for
Performance Awards (not including Options, SARs or Awards covered by
Section 5(c))




13









 






	 	 	 	shall be for a minimum of three years, subject to (A)
pro rata vesting prior to the expiration of any Restriction Period
and (B) acceleration due to the Participant’s death or total
disability, in each case as specified in the applicable Award
agreement.






	 	(iii)	 	Performance Measures. The Performance Measure(s) to be used for
purposes of Performance Awards may be described in terms of
objectives that are related to the individual Participant or
objectives that are Company-wide or related to a subsidiary,
division, department, region, function or business unit of the
Company, and may consist of one or more or any combination of the
following criteria: stock price, market share, sales revenue, cash
flow, sales volume, earnings per share, return on equity, return on
assets, return on sales, return on invested capital, economic value
added, net earnings, total shareholder return, gross margin, costs,
productivity, brand contribution, product quality, portfolio
transformation, productivity improvement, corporate value measures
(such as compliance, safety, environmental and personnel matters),
or goals related to corporate initiatives, such as acquisitions,
dispositions or customer satisfaction. The Performance Goals based
on these Performance Measures may be expressed in absolute terms or
relative to the performance of other entities.
	 
	 	(iv)	 	Negative Discretion. Notwithstanding the achievement of any
Performance Goal established under the Plan, the Committee has the
discretion to reduce, but not increase, some or all of a Performance
Award that would otherwise be paid to a Participant.
	 
	 	(v)	 	Extraordinary Events. At, or at any time after, the time an Award
is granted, and to the extent permitted under Code Section 162(m) and
the regulations thereunder without adversely affecting the treatment
of the Award under the Performance-Based Exception, the Committee, in
its sole discretion, may provide for the manner in which performance
will be measured against the Performance Goals (or may adjust the
Performance Goals) to reflect the impact of specific corporate
transactions, accounting or tax law changes and other extraordinary
and nonrecurring events.
	 
	 	(vi)	 	Performance-Based Exception. With respect to any Award that is
intended to satisfy the conditions for the Performance-Based
Exception under Code Section 162(m): (A) the Committee shall
interpret the Plan and this Section 7(d) in light of Code Section
162(m) and the regulations thereunder; (B) the Committee shall not
amend the Award in any way that would adversely affect the treatment
of the Award under Code Section 162(m) and the regulations
thereunder; and (C) such Award shall not be paid until the Committee
shall first have certified that the Performance Goals have been
achieved.




14









 












	 	(e)	 	Stock Awards.






	 	(i)	 	Grants. Subject to the provisions of the Plan, Stock Awards
consisting of shares of Common Stock may be granted pursuant to this
Section 7(e) only to Eligible Persons who are consultants or advisors
to the Company and may not be granted to employees of the Company
(including Employee Directors). Non-Employee Directors are eligible to
receive Stock Awards only pursuant to Section 8. Stock Awards may be
granted either alone or in addition to other Awards made under the
Plan.
	 
	 	(ii)	 	Terms and Conditions. The shares of Common Stock subject to a
Stock Award shall be immediately vested at the time of grant and
nonforfeitable at all times but shall be subject to such other terms
and conditions, including restrictions on transferability, as
determined by the Committee in its discretion subject to Section 5(c)
and the other provisions of the Plan. The shares of Common Stock
subject to a Stock Award shall be registered in the name of the
Participant.






	8.	 	Awards to Non-Employee Directors.






	 	(a)	 	Sole Awards. Notwithstanding anything in the other sections of the
Plan to the contrary, Non-Employee Directors are eligible to receive
only Awards authorized by this Section 8. The terms applicable under
Section 7 for each such category of Award shall apply under this
Section 8 to the extent not inconsistent with the provisions of this
Section 8. The Committee retains the discretion to change the amount
and terms of the Initial Grant or the types of Awards to Non-Employee
Directors notwithstanding paragraphs (a), (b) and (c) of this Section
8.
	 
	 	(b)	 	Initial Grants. Each newly appointed Non-Employee Director shall,
as soon as practicable after initially becoming a member of the Board,
be granted an Award (the “Initial Grant”) of a Stock Award consisting
of 1,000 shares of Common Stock subject to the transfer restrictions
in Section 8(c)(i) below.
	 
	 	(c)	 	Terms of Initial Grants to Non-Employee Directors.






	 	(i)	 	Shares of Common Stock subject to a Stock Award granted to a
Non-Employee Director shall be immediately vested at the time of grant
and nonforfeitable at all times. However, such shares of Common Stock
may not be sold, assigned, transferred or otherwise disposed of, or
mortgaged, pledged or otherwise encumbered, until the date the
Non-Employee Director’s membership on the Board ceases (except that
this transfer restriction shall not prohibit: (A) PepsiCo’s retaining
shares to satisfy any required tax withholding under Section 12(e) to
the extent applicable, and (B) intra-family transfers permitted by the
Committee). In order to enforce the limitations imposed upon such
shares of Common Stock, the Committee may (a) cause a legend or
legends to be placed on any certificates




15









 






	 	 	 	evidencing such shares, and/or (b) cause “stop transfer” instructions to be issued, as it
deems necessary or appropriate.






	 	(ii)	 	Non-Employee Directors who hold shares of Common Stock pursuant to a
Stock Award granted under this Section 8 shall have the right to
receive dividends in cash or other property and shall have the right
to vote such shares as the record owners thereof; provided that any
securities of the Company that are distributed to a Non-Employee
Director shall be subject to the same transfer restrictions that
apply to such shares of Common Stock.






	 	(d)	 	Payment Shares. A current or former Non-Employee Director’s
interest in phantom shares of Common Stock under the Director Deferral
Program, which results from an elective or mandatory deferral of cash
payments, shall be paid in shares of Common Stock (“Payment Shares”)
pursuant to the Plan while the Plan remains in effect, to the extent
the Director Deferral Program provides for the stock settlement of
such phantom shares. The number of Payment Shares a current or former
Non-Employee Director is entitled to receive shall be equal to the
number of the Non-Employee Director’s phantom shares of Common Stock
under the Director Deferral Program on the applicable distribution
valuation date, and such Payment Shares shall be distributed on the
same date such Non-Employee Director would otherwise be entitled to
receive the cash payment under the Director Deferral Program in lieu
of which the Payment Shares are being distributed.






	9.	 	Deferred Payments.





     Subject to the terms of the Plan, the Committee may determine that all or a portion of any
Award to a Participant, whether it is to be paid in cash, shares of Common Stock or a combination
thereof, shall be deferred or may, in its sole discretion, approve deferral elections made by
Participants. Deferrals shall be for such periods and upon such terms as the Committee may
determine in its sole discretion, which terms shall be designed to comply with Code Section 409A.




	10.	 	Dilution and Other Adjustments.





     In the event of any merger, reorganization, consolidation, recapitalization, stock dividend,
stock split, combination or exchange of shares or other change in corporate structure affecting any
class of Common Stock, the Committee shall make such adjustments in the class and aggregate number
of shares which may be delivered under the Plan as described in Section 5, the individual award
maximums under Section 6, the class, number, and Option Exercise Price of outstanding Options, the
class number and exercise price of outstanding SARs and the class and number of shares subject to
any other Awards granted under the Plan (provided the number of shares of any class subject to any
Award shall always be a whole number), as may be, and to such extent (if any), determined to be
appropriate and equitable by the Committee, and any such adjustment may, in the sole discretion of
the Committee, take the form of Options covering more than one class of Common Stock. Such
adjustment shall be conclusive and binding for all purposes of the Plan. Any adjustment of an
Option or SAR under this Section 10 shall be accomplished in a manner that permits the Option or
SAR to be exempt from Code Section 409A.



16









 






	11.	 	Change in Control.






	 	(a)	 	Impact of Event. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change in Control, the following
provisions of this Section 11 shall apply except to the extent an
Award agreement provides for a different treatment (in which case the
Award agreement shall govern and this Section 11 shall not be
applicable):






	 	(i)	 	If and to the extent that outstanding Awards under the Plan (A) are
assumed by the successor corporation (or affiliate thereto) or
continued or (B) are replaced with equity awards that preserve the
existing value of the Awards at the time of the Change in Control and
provide for subsequent payout in accordance with a vesting schedule
and Performance Goals, as applicable, that are the same or more
favorable to the Participants than the vesting schedule and
Performance Goals applicable to the Awards, then all such Awards or
such substitutes thereof shall remain outstanding and be governed by
their respective terms and the provisions of the Plan subject to
Section 11(a)(iv) below.
	 
	 	(ii)	 	If and to the extent that outstanding Awards under the Plan are not
assumed, continued or replaced in accordance with Section 11(a)(i)
above, then upon the Change in Control the following treatment
(referred to as “Change-in-Control Treatment”) shall apply to such
Awards: (A) outstanding Options and SARs shall immediately vest and
become exercisable; (B) the restrictions and other conditions
applicable to outstanding Restricted Shares, Restricted Stock Units
and Stock Awards, including vesting requirements, shall immediately
lapse; such Awards shall be free of all restrictions and fully
vested; and, with respect to Restricted Stock Units, shall be payable
immediately in accordance with their terms or, if later, as of the
earliest permissible date under Code Section 409A; and (C)
outstanding Performance Awards granted under the Plan shall
immediately vest and shall become immediately payable in accordance
with their terms as if the Performance Goals have been achieved at
the target performance level.
	 
	 	(iii)	 	If and to the extent that outstanding Awards under the Plan are not
assumed, continued or replaced in accordance with Section 11(a)(i)
above, then in connection with the application of the
Change-in-Control Treatment set forth in Section 11(a)(ii) above,
the Board may, in its sole discretion, provide for cancellation of
such outstanding Awards at the time of the Change in Control in
which case a payment of cash, property or a combination thereof
shall be made to each such Participant upon the consummation of the
Change in Control that is determined by the Board in its sole
discretion and that is at least equal to the excess (if any) of the
value of the consideration that would be received in such Change in Control by




17









 






	 	 	 	the holders of PepsiCo’s securities relating to such
Awards over the exercise or purchase price (if any) for such Awards
(except that, in the case of an Option or SAR, such payment shall be
limited as necessary to prevent the Option or SAR from being subject
to Code Section 409A).






	 	(iv)	 	If and to the extent that (A) outstanding Awards are assumed,
continued or replaced in accordance with Section 11(a)(i) above and
(B) a Participant’s employment with, or performance of services for,
the Company is terminated by the Company for any reasons other than
Cause or by such Participant for Good Reason, in each case, within
the two-year period commencing on the Change in Control, then, as of
the date of such Participant’s termination, the Change-in-Control
Treatment set forth in Section 11(a)(ii) above shall apply to all
assumed or replaced Awards of such Participant then outstanding.
	 
	 	(v)	 	Outstanding Options or SARs that are assumed, continued or replaced in
accordance with Section 11(a)(i) may be exercised by the Participant
in accordance with the applicable terms and conditions of such Award
as set forth in the applicable Award agreement or elsewhere; provided,
however, that Options or SARs that become exercisable in accordance
with Section 11(a)(iv) may be exercised until the expiration of the
original full term of such Option or SAR notwithstanding the other
original terms and conditions of such Award.






	 	(b)	 	Definitions.






	 	(i)	 	For purposes of this Section 11, “Change in Control” means the
occurrence of any of the following events:






	 	(A)	 	acquisition of 20% or more of the outstanding voting securities of
PepsiCo by another entity or group; excluding, however, the following
(1) any acquisition by PepsiCo or (2) any acquisition by an employee
benefit plan or related trust sponsored or maintained by PepsiCo;
	 
	 	(B)	 	during any consecutive two-year period, persons who constitute the
Board at the beginning of the period cease to constitute at least 50%
of the Board (unless the election of each new Board member was
approved by a majority of directors who began the two-year period);
	 
	 	(C)	 	(1) with respect to Awards granted prior to September 11, 2008,
PepsiCo shareholders approve a merger or consolidation of PepsiCo with
another company, and PepsiCo is not the surviving company; or, if
after such transaction, the other entity owns, directly or indirectly,
50% or more of the outstanding voting securities of PepsiCo and (2)
with respect to Awards granted on or after






18











 






	 	 	 	September 11, 2008, consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting shares of the surviving entity) more
than 50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation;
	 
	 	(D)	 	PepsiCo shareholders approve a plan of complete liquidation of
PepsiCo or the sale or disposition of all or substantially all of
PepsiCo’s assets; or
	 
	 	(E)	 	any other event, circumstance, offer or proposal occurs or is
made, which is intended to effect a change in the control of PepsiCo,
and which results in the occurrence of one or more of the events set
forth in clauses (A) through (D) of this Section 11(b)(i).






	 	(ii)	 	For purposes of this Section 11, “Cause” means with respect to any
Participant, unless otherwise provided in the applicable Award
agreement, (A) the Participant’s willful misconduct that materially
injures the Company; (B) the Participant’s conviction of a felony or
a plea of nolo contendere by Participant with respect to a felony; or
(C) the Participant’s continued failure to substantially perform his
or her duties with the Company (other than by reason of the
Participant’s disability) after written demand by the Company that
identifies the manner in which the Company believes that the
Participant has not performed his or her duties. A termination for
Cause must be communicated to the Participant by written notice that
specifies the event or events claimed to provide a basis for
termination for Cause.
	 
	 	(iii)	 	For purposes of this Section 11, “Good Reason” means with respect to
any Participant, unless otherwise provided in the applicable Award
agreement, without the Participant’s written consent, (A) the
Company’s requiring a material change in the Participant’s principal
place of employment as it existed immediately prior to the Change
in Control, except for reasonably required travel on the Company’s
business that is not materially greater than such travel
requirements prior to the Change in Control (for this purpose, a
change of 35 or fewer miles shall not be considered a material
change in the Participant’s principal place of employment); (B) a
material reduction in the Participant’s compensation (within the
meaning of Treasury Regulation § 1.409A-1(n)(2)(ii)(A)(2)) as in
effect immediately prior to the Change in Control; or (C) a material
reduction in the Participant’s job responsibilities, authority or
duties with the Company as in effect immediately prior to the Change
in Control. A termination for Good Reason must be communicated




19









 












	 	 	 	by the Participant to the Company by written notice that specifies the
event or events claimed to provide a basis for termination for Good
Reason; provided that the Participant’s written notice must be
tendered within ninety (90) days of the occurrence of such event or
events and provided further that the Company shall have failed to
remedy such act or omission within thirty (30) days following its
receipt of such notice. A Participant’s continued employment shall
not constitute consent to, or a waiver of rights with respect to,
any act or failure to act constituting Good Reason hereunder if the
Participant actually terminates employment within fourteen (14) days
after the Company’s failure to timely remedy or, if earlier, prior
to the second anniversary of the Change in Control.






	12.	 	Miscellaneous Provisions.






	 	(a)	 	Misconduct.






	 	(i)	 	Except as otherwise provided in agreements covering Awards
hereunder, a Participant shall forfeit all rights in his or her
outstanding Awards under the Plan, and all such outstanding Awards
shall automatically terminate and lapse, if the Committee determines
that such Participant has (A) used for profit or disclosed to
unauthorized persons, confidential information or trade secrets of the
Company, (B) breached any contract with or violated any obligation to
the Company, including without limitation, a violation of any Company
code of conduct, (C) engaged in unlawful trading in the securities of
PepsiCo or of another company based on information gained as a result
of that Participant’s employment or other relationship with the
Company, (D) committed a felony or other serious crime or engaged in
any activity which constitutes gross misconduct, (E) breached the
non-compete, non-solicitation or other restrictive covenants as
provided in the applicable Award agreement, or (F) violated any
PepsiCo compensation clawback policy applicable to the Participant.
	 
	 	(ii)	 	In addition, to the extent provided in the applicable Award
agreement, in the event any accounting adjustment is required to be
made to the Company’s financial results and the Committee determines
that an Executive Officer’s gross negligence or misconduct caused or
contributed to the need for the accounting adjustment, the Committee
may, to the extent determined appropriate by the Committee in its sole
discretion to reflect the impact of the accounting adjustment on the
Company’s financial results, (A) require such Executive Officer to
reimburse the Company for all or a portion of any Award previously
paid to such Executive Officer, (B) cause the cancellation of all or a
portion of any outstanding Awards held by such Executive Officer or
payable to such Executive Officer, and/or (C) require such Executive
Officer to reimburse the Company for all or a portion of the gains
from the exercise of the Executive Officer’s Options or settlement of
any of the Executive Officer’s other Awards realized during the twelve
(12)-month




20









 












	 	 	 	period following the first issuance or filing of the
financial results required to be adjusted. For purposes of this
Section 12(a)(ii), “Executive Officer” means an executive officer of
the Company for purposes of Section 16 of the Exchange Act.

	 
	 	(iii)	 	
The remedies set forth in this Section 12(a) are in addition to
any other remedies available under applicable law in the event of
misconduct described above.






	 	(b)	 	Rights as Shareholder. Except as otherwise provided herein, a
Participant shall have no rights as a holder of Common Stock with
respect to Awards hereunder, unless and until the shares of Common
Stock have been registered to the Participant as the owner.
	 
	 	(c)	 	No Loans. No loans from the Company to Participants shall be
permitted in connection with the Plan.
	 
	 	(d)	 	Assignment or Transfer. Except as otherwise provided under the
Plan, no Award under the Plan or any rights or interests therein shall
be transferable other than by will or the laws of descent and
distribution. The Committee may, in its discretion, provide that an
Award (other than an ISO) is transferable without the payment of any
consideration to a Participant’s family member, whether directly or by
means of a trust or otherwise, subject to such terms and conditions as
the Committee may impose. For this purpose, “family member” has the
meaning given to such term in the General Instructions to the Form S-8
registration statement under the Securities Act of 1933. All Awards
under the Plan shall be exercisable, during the Participant’s
lifetime, only by the Participant or a person who is a permitted
transferee pursuant to this Section 12(d). Once awarded, the shares of
Common Stock (other than Restricted Shares) received by Participants
may be freely transferred, assigned, pledged or otherwise subjected to
lien, subject to: (i) the transfer restrictions in Sections 7(e)(ii)
and 8(c)(i) above; and (ii) the restrictions imposed by the Securities
Act of 1933, Section 16 of the Exchange Act and PepsiCo’s Insider
Trading Policy, each as amended from time to time.
	 
	 	(e)	 	Withholding Taxes. PepsiCo shall have the right to deduct from all
Awards paid in cash to a Participant any taxes required by law to be
withheld with respect to such Awards. All statutory minimum applicable
withholding taxes arising with respect to Awards paid in shares of
Common Stock to a Participant shall be satisfied by PepsiCo retaining
shares of Common Stock having a Fair Market Value on the date the tax
is to be determined that is equal to the amount of such statutory
minimum applicable withholding tax (rounded, if necessary, to the next
highest whole number of shares of Common Stock); provided, however,
that, subject to any restrictions or limitations that the Committee
deems appropriate, a Participant may elect to satisfy such statutory
minimum applicable withholding tax through cash or cash proceeds.
	 
	 	(f)	 	Currency and Other Restrictions. The obligations of the Company to
make




21









 












	 	 	 	delivery of Awards in cash or Common Stock shall be subject to
currency or other restrictions imposed by any governmental authority
or regulatory body having jurisdiction over such Awards.
	 
	 	(g)	 	No Rights to Awards. Neither the Plan nor any action taken
hereunder shall be construed as giving any person any right to be
retained in the employ or service of the Company, and the Plan shall
not interfere with or limit in any way the right of the Company to
terminate any person’s employment or service at any time. Except as
set forth herein, no employee or other person shall have any claim or
right to be granted an Award under the Plan. By accepting an Award,
the Participant acknowledges and agrees that (i) the Award will be
exclusively governed by the terms of the Plan, including the right
reserved by the Company to amend or cancel the Plan at any time
without the Company incurring liability to the Participant (except, to
the extent the terms of the Award so provide, for Awards already
granted under the Plan), (ii) Awards are not a constituent part of
salary and the Participant is not entitled, under the terms and
conditions of employment, or by accepting or being granted Awards
under the Plan to require Awards to be granted to him or her in the
future under the Plan or any other plan, (iii) the value of Awards
received under the Plan shall be excluded from the calculation of
termination indemnities or other severance payments or benefits, and
(iv) the Participant shall seek all necessary approval under, make all
required notifications under, and comply with all laws, rules and
regulations applicable to the ownership of Options and shares of
Common Stock and the exercise of Options, including, without
limitation, currency and exchange laws, rules and regulations.
	 
	 	(h)	 	Beneficiary Designation. To the extent allowed by the Committee,
each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named on a contingent or
successive basis) to whom any benefit under the Plan is to be paid in
case of his or her death before he or she receives any or all of such
benefit. Unless the Committee determines otherwise, each such
designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee, and shall
be effective only when filed by the Participant in writing with the
Company during the Participant’s lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate.
	 
	 	(i)	 	Costs and Expenses. The cost and expenses of administering the Plan
shall be borne by PepsiCo and not charged to any Award or to any
Participant.
	 
	 	(j)	 	Fractional Shares. Fractional shares of Common Stock shall not be
issued or transferred under an Award, but the Committee may direct
that cash be paid in lieu of fractional shares or may round off
fractional shares, in its discretion.
	 
	 	(k)	 	Funding of Plan. The Plan shall be unfunded and any benefits under
the Plan shall represent an unsecured promise to pay by the Company.
PepsiCo shall not be required to establish or fund any special or
separate account or to make any other




22









 












	 	 	 	segregation of assets to assure
the payment of any Award under the Plan and the existence of any such
account or other segregation of assets shall be consistent with the
“unfunded” status of the Plan.
	 
	 	(l)	 	Indemnification. Provisions for the indemnification of officers and
directors of the Company in connection with the administration of the
Plan shall be as set forth in PepsiCo’s Certificate of Incorporation
and Bylaws as in effect from time to time.
	 
	 	(m)	 	Successors. All obligations of PepsiCo under the Plan with respect
to Awards granted hereunder shall be binding on any successor to
PepsiCo, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of PepsiCo.
	 
	 	(n)	 	Compliance with Code Section 409A. The Plan is intended to satisfy
the requirements of Code Section 409A and any regulations or guidance
that may be adopted thereunder from time to time, including any
transition relief available under applicable guidance related to Code
Section 409A. Accordingly, to ensure the exemption from Code Section
409A of potentially exempt Awards and the compliance with Code Section
409A of other Awards, any payment that under the terms of the Plan or
an agreement is to be made as soon as practicable relative to a date
shall be made not later than 60 days after such date, and the
Participant may not determine the time of payment. Pursuant to
Section 13(b), the Plan may be amended or interpreted by the Committee
as it determines necessary or appropriate in accordance with Code
Section 409A and to avoid a plan failure under Code Section
409A(a)(1). If a Participant is a “specified employee” as defined in
Code Section 409A at the time of the Participant’s separation from
service with the Company, then solely to the extent necessary to avoid
the imposition of any additional tax under Code Section 409A, the
commencement of any payments or benefits under an Award shall be
deferred until the date that is six months following the Participant’s
separation from service (or such other period as required to comply
with Code Section 409A).






	13.	 	Effective Date, Governing Law, Amendments and Termination.






	 	(a)	 	Effective Date. The Plan in its original form became effective on
May 2, 2007, the date on which it was initially approved by PepsiCo’s
shareholders, and was subsequently amended by the Board on September
13, 2007 and September 12, 2008. The Plan as amended and restated
herein was approved by the Board on March 12, 2010 and shall become
effective in its amended form upon its approval by PepsiCo’s
shareholders.
	 
	 	(b)	 	Amendments. The Committee or the Board may at any time terminate or
from time to time amend the Plan in whole or in part, but no such
action shall adversely affect any rights or obligations with respect
to any Awards granted prior to the date of such termination or
amendment without the consent of the affected Participant




23









 












	 	 	 	except to
the extent that the Committee reasonably determines that such
termination or amendment is necessary or appropriate to comply with
applicable law (including the provisions of Code Section 409A and the
regulations thereunder pertaining to the deferral of compensation) or
the rules and regulations of any stock exchange on which Common Stock
is listed or quoted. Notwithstanding the foregoing, unless PepsiCo’s
shareholders shall have first approved the amendment, no amendment of
the Plan shall be effective if the amendment would (i) increase the
maximum number of shares of Common Stock that may be delivered under
the Plan or to any one individual (except to the extent such amendment
is made pursuant to Section 10 hereof), (ii) extend the maximum period
during which Awards may be granted under the Plan, (iii) add to the
types of awards that can be made under the Plan, (iv) change the
Performance Measures pursuant to which Performance Awards are earned,
(v) modify the requirements as to eligibility for participation in the
Plan, (vi) decrease the grant or exercise price of any Option or SAR
to less than the Fair Market Value on the date of grant except for
anti-dilution adjustments made pursuant to Section 10; or (vii)
require shareholder approval pursuant to the Plan or applicable law or
the rules of the principal securities exchange on which shares of
Common Stock are traded in order to be effective.
	 
	 	(c)	 	Governing Law. Except as otherwise provided in agreements covering
Awards hereunder, all questions pertaining to the construction,
interpretation, regulation, validity and effect of the provisions of
the Plan shall be determined in accordance with the laws of the State
of North Carolina without giving effect to conflict of laws
principles.
	 
	 	(d)	 	Termination. No Awards shall be made under the Plan after the tenth
anniversary of the date on which PepsiCo’s shareholders initially
approve the Plan.






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