EX-10.30






Exhibit 10.30




PBG 2004 Long-Term Incentive Plan

As Amended and Restated

Effective January 1, 2009




1. Purpose.




     The purposes of the PBG 2004 Long Term Incentive Plan (the “Plan”) are: (a) to provide
long-term incentives to those persons with significant responsibility for the success and growth of
The Pepsi Bottling Group, Inc. (“PBG”) and its subsidiaries, divisions and affiliated businesses
(collectively, the “Company”); (b) to assist the Company in attracting, retaining and motivating a
diverse group of employees on a competitive basis; (c) to ensure a pay for performance linkage for
such employees; and (d) to associate the interests of such employees with those of PBG
shareholders.



2. Administration of the Plan.





	 	(a)	 	The Plan shall be administered by the Compensation and Management Development
Committee of the Board of Directors of PBG (the “Committee”). The Committee shall be
appointed by the Board of Directors of PBG (the “Board”) and shall consist entirely of
members of the Board who qualify as “outside directors” for purposes of Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “Code”), as “Non-Employee
Directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 as
amended (the “Act”) and as “independent” for purposes of any rules and regulations of a
stock exchange on which PBG’s Common Stock is traded. The foregoing notwithstanding,
no act of the Committee shall be void or deemed to be without authority because a
member fails to meet the qualification requirements of this Section.
	 
	 	(b)	 	The Committee shall have all powers vested in it by the terms of the Plan, such
powers to include the authority (within the limitations described herein):






	 	-	 	to select the individuals to be granted awards under the Plan;
	 
	 	-	 	to determine the type, size and terms of awards to be granted to each individual selected;
	 
	 	-	 	to determine the guidelines and procedures for the payment or exercise of awards;
	 
	 	-	 	to determine the time when awards will be granted and any conditions
which must be satisfied by employees before an award is granted;
	 
	 	-	 	to establish objectives and conditions for earning awards that are
otherwise applicable to awards;
	 
	 	-	 	to determine whether such objectives and conditions have been met and
whether awards will be paid at the end of the award period or at the time the award
is exercised (whichever applies);
	 
	 	-	 	to determine whether payment of an award will be deferred (subject to Section 6 below);
	 
	 	-	 	to determine whether payment of an award should be reduced or eliminated; and
	 
	 	-	 	to determine whether any such award should qualify, regardless of its
amount, as deductible in its entirety for federal income tax purposes, including
whether any award is intended to comply with the performance-based exception under
Section 162(m) of the Code in the case of an award to a “Covered Executive,” i.e.,
an employee who is a “named executive officer” (within the meaning of Item
402(a)(3) of Regulation S-K) or an individual who is expected to be a named
executive officer and an employee at the time the Company is entitled to a tax
deduction related to such award (but excluding any such named executive officer who
is not considered a Covered Executive under guidance published by the Internal
Revenue Service).






	 	(c)	 	The Committee shall have full power and authority to administer and interpret
the Plan and to adopt such rules, regulations, agreements, guidelines and instruments
for the administration of the Plan and for the conduct of its business as the Committee
deems necessary or advisable. The Committee’s interpretations of the 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 the
Company, PBG shareholders and any person receiving an award under the Plan.




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	 	(d)	 	To the extent not prohibited by law and not inconsistent with the requirements
of Section 162(m) of the Code, Rule 16b-3 of the Act or applicable stock exchange
rules, the Committee may delegate its authority hereunder (including to a member of the
Committee or an officer of PBG) and may 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. Specifically, and not by way of limitation,
the Committee hereby delegates to the Senior Vice President of Human Resources of the
Company the authority to adopt all appropriate provisions relating to compliance with
Section 409A of the Code, which provisions shall be set out in one or more separate
documents (collectively, the “Rules”).





3. Eligibility.




     Subject to the provisions of the Plan, the Committee may, from time to time, designate any of
the following individuals as eligible to receive an award available under the Plan: (i) officer,
(ii) employee, or (iii) key consultant or advisor of the Company, other than a non-employee
director, who provides bona fide services to the Company not in connection with the offer or sale
of securities in a capital-raising transaction, in each case subject to limitations provided by the
Code or the Act as determined by the Committee; and the Committee shall determine the nature and
amount of each award.



     In addition, in order to foster and promote achievement of the purposes of the Plan or to
comply with provisions of laws in other countries 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 individuals (if any) performing services for the Company outside the United States are
eligible to participate in the Plan, (ii) modify the terms, conditions and types of any awards made
to such eligible individuals, and (iii) establish subplans, modified stock option exercise
procedures and other award terms and procedures to the extent such actions may be necessary or
advisable. The preceding sentence shall apply notwithstanding any provision of the Plan to the
contrary, except that in the case of a Post-409A Award (as defined in Section 11(a) below) for a
United States taxpayer, it shall not override a provision of the Plan to the extent necessary to
comply with Section 409A of the Code.



4. Awards.





	 	(a)	 	Types. Awards under the Plan include stock options (incentive stock options
and non-qualified stock options), stock appreciation rights, restricted shares,
restricted share units, performance shares, performance units and share awards.






	 	(i)	 	Stock Options. Stock options are rights to purchase shares of PBG
Common Stock (“Common Stock”) at a fixed price for a specified period of time.
Stock options may consist of incentive stock options satisfying the requirements of
Section 422 of the Code (“ISOs”) and designated by the Committee as ISOs and
non-qualified stock options that do not satisfy the aforementioned requirements.
The purchase price per share of Common Stock covered by a stock option awarded
pursuant to this Plan (the “Exercise Price” as defined for stock options),
including any ISOs, shall be equal to or greater than the “Fair Market Value” of a
share of Common Stock on the date the stock option is awarded unless the stock
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 merger, consolidation, acquisition or other corporate transaction
involving the Company, in which case, provided it does not cause the stock option
to be subject to Section 409A of the Code, an Exercise Price may be used that
reasonably preserves the value of the previously granted award. “Fair Market
Value” means an amount equal to the average of the high and low sales prices for
Common Stock as reported on the composite tape for securities listed on the New
York Stock Exchange, Inc. (the “Exchange”) on the date in question (or, if no sales
of Common Stock were made on such Exchange on such date, on the immediately
preceding day on which sales were made on such Exchange), except that such average
price shall be rounded up to the nearest one cent solely for purposes of
determining the Exercise Price of stock options and stock appreciation rights
(“SARs” which are more fully described below in paragraph (ii) hereof). The
Exercise Price per share may be payable, in whole or in part, in cash or in shares
of Common Stock held by the option holder, including previously acquired shares and
shares issuable or deliverable in connection with an award (with any such Common
Stock valued at its Fair Market




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	 	 	 	Value on the date of exercise), provided that no Common Stock may be used to pay the
Exercise Price if and to the extent that additional accounting expense would result
to the Company under then applicable accounting rules.
	 
	 	 	 	Stock options that are Post-409A Awards may be granted only to individuals who
provide direct services on the date of grant of the stock option to PBG or another
entity in a chain of entities in which PBG or another such entity has a controlling
interest within the meaning of Treasury Regulation §1.409A-1(b)(5)(iii)(E) in each
entity in the chain.
	 
	 	 	 	Stock options may be granted alone or in tandem with other awards, including SARs.
With respect to stock options granted in tandem with SARs, the exercise of either
such stock options or SARs will result in the simultaneous cancellation of the same
number of stock options or tandem SARs, as the case may be.
	 
	 	 	 	Except for adjustments made pursuant to Section 7, the Exercise Price for any
outstanding stock option granted under the Plan may not be decreased after the date
of grant nor may any outstanding stock option granted under the Plan be surrendered
to the Company as consideration for the grant of a new stock option with a lower
Exercise Price without the approval of PBG’s shareholders.
	 
	 	 	 	Except in the case of grants in connection with: (1) the recruitment of new
employees, including employees transferring from an allied organization (within the
meaning of Section 4(c)(i) or (ii) below), (2) special recognition awards (3) awards
granted in connection with business turnaround plans, and (4) the assumption of, or
substitution for, outstanding awards previously granted to individuals who become
employees of the Company as a result of merger, consolidation, acquisition or other
corporate transaction, stock options shall vest over a period of three years from
the grant date and no options shall have a vesting period of less than one year.
However, without regard to the vesting period assigned, the vesting of stock options
may be accelerated in connection with a change in control and certain transfers, or
in connection with a participant’s death, disability, retirement or involuntary
termination of employment, in each case as determined by the Committee. The term of
options shall be determined by the Committee in its sole discretion at the time of
grant, but in no event shall the term exceed ten years from the date of grant.
	 
	 	 	 	ISOs may only be granted to employees of PBG, its subsidiaries and divisions and may
only be granted to an employee who, at the time the option is granted, does not own
stock possessing more than 10% of the total combined voting power of all classes of
stock of PBG. The aggregate Fair Market Value (determined at the time of grant) of
all shares with respect to which ISOs are exercisable by a participant for the first
time during any year shall not exceed $100,000. Any option that is intended to be
an ISO but which does not qualify as such shall remain outstanding and constitute a
non-qualified stock option. In determining the shares available for issuance as ISOs
under Section 5, adjustment under Section 5(a) shall not apply to the extent not
permitted under Section 422 of the Code and regulations promulgated thereunder.
	 
	 	(ii)	 	Stock Appreciation Rights. SARs are rights to receive the amount by
which the Fair Market Value of a share of Common Stock on the date the SAR is
exercised exceeds the purchase price of the SAR (the “Exercise Price” as defined
for SARs), which shall be equal to or greater than the Fair Market Value of a share
of Common Stock on the grant date, 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 merger,
consolidation, acquisition or other corporate transaction involving the Company, in
which case, provided it does not cause the SAR to be subject to Section 409A of the
Code, an Exercise Price may be used that reasonably preserves the value of the
previously granted award. Such difference may be paid in cash, shares of Common
Stock or both, or by any other method as determined by the Committee in its sole
discretion.




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	 	 	 	Except in the case of grants in connection with: (1) the recruitment of new
employees, including employees transferring from an allied organization (within the
meaning of Section 4(c)(i) or (ii) below), (2) special recognition awards, (3)
awards granted in connection with business turnaround plans, and (4) the assumption
of, or substitution for, outstanding awards previously granted to individuals who
become employees of the Company as a result of merger, consolidation, acquisition or
other corporate transaction, SARs shall vest over a period of three years from the
grant date and no SARs shall have a vesting period of less than one year from the
grant date. However, without regard to the vesting period assigned, the vesting of
SARs may be accelerated in connection with a change in control and certain
transfers, or in connection with a participant’s death, disability, retirement or
involuntary termination of employment, in each case as determined by the Committee.
The term of an SAR shall be determined by the Committee in its sole discretion at
the time of grant, but in no event shall the term exceed ten years from the date of
grant.
	 
	 	 	 	SARs that are Post-409A Awards may be granted only to individuals who provide direct
services on the date of grant of the SAR to PBG or another entity in a chain of
entities in which PBG or another such entity has a controlling interest within the
meaning of Treasury Regulation §1.409A-1(b)(5)(iii)(E) in each entity in the chain.
SARs may be granted alone or in tandem with stock options. The grant of SARs
related to ISOs must be concurrent with the grant of the ISOs. The grant of SARs
related to non-qualified stock options may be concurrent with the grant of the
non-qualified stock options or in connection with such non-qualified stock options,
previously granted under Section 4(a)(i), that are unexercised and have not
terminated or lapsed. With respect to SARs granted in tandem with stock options, the
exercise of either such stock options or such SARs will result in the simultaneous
cancellation of the same number of tandem stock options or SARs, as the case may be.
	 
	 	(iii)	 	Restricted Shares/Restricted Share Units. Restricted shares are
shares of Common Stock that may not be traded or sold until the date that the
restrictions on transferability imposed by the Committee with respect to such
shares have lapsed (the “Restriction Period”). Restricted share units are the
right to receive an amount equal to the value of a specified number of shares of
Common Stock. Awards of restricted shares or restricted share units may be made
either alone or in addition to or in tandem with other awards granted under the
Plan, and they may be awarded as additional compensation for services rendered by
the eligible individual or in lieu of cash or other compensation to which the
eligible individual is entitled from the Company.
	 
	 	 	 	The Committee shall impose such terms, conditions and/or restrictions on any
restricted share awards or restricted share units granted pursuant to the Plan as it
may deem advisable including, without limitation: (1) a requirement that
participants pay a stipulated price for each restricted share or each restricted
share unit, (2) restrictions based upon the achievement of specific performance
goals (Company-wide, divisional, related to other business units, and/or
individual), (3) time-based restrictions on vesting, including the time during which
the award is subject to a risk of forfeiture, and (4) restrictions under applicable
Federal or state securities laws.
	 
	 	 	 	
Except in the case of performance-based awards and awards made in connection with:
(1) the recruitment of new employees, including employees transferring from an
allied organization (within the meaning of Section 4(c)(i) or (ii) below), (2)
special recognition awards, (3) awards granted in connection with business
turnaround plans, and (4) the assumption of, or substitution for, outstanding awards
previously granted to individuals who become employees of the Company as a result of
merger, consolidation, acquisition or other corporate transaction, all restricted
share and restricted share unit awards shall be subject to a time-based vesting
restriction of at least three years from the date of grant. However, without regard
to the time-based vesting restriction assigned, the vesting of restricted share and
restricted share unit awards may be accelerated in connection with a change in
control and certain transfers (to the extent permitted in Section 4(c) below) or in
connection with a participant’s death, disability, retirement, retirement
eligibility or involuntary termination of employment, in each case as determined by
the Committee. To the extent the restricted shares or restricted share units
granted to a Covered Executive are intended to




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	 	 	 	be deductible under Section 162(m) of the Code, the applicable restrictions shall be
based on the achievement of performance goals over a performance period, as
described in Section 4(a)(iv).
	 
	 	 	 	Restricted share 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 of Common Stock, as determined by the Committee. To the extent that
the vesting of a restricted share unit is tied to (1) the completion of a specified
period of service, (2) death, (3) disability, or (4) retirement, the payment date
for the restricted share unit shall be the day when vesting occurs, except to the
extent the agreement specifies a different payment date for such vesting event or as
otherwise provided below. Accordingly, if more than one such vesting event applies
with respect to the restricted share unit, the earliest occurring vesting event
shall govern (but if two or more vesting dates occur on the same date, the vesting
event enumerated first in the prior sentence shall govern). Notwithstanding any
contrary terms in an agreement evidencing a restricted shares unit, if the specified
period of service that is required to vest is changed after it is initially
established, the change shall not be taken into account for purposes of determining
the payment date for the restricted share unit, unless the change extends the
vesting period and such extension is eligible for the special rule for certain
transaction-based compensation in Treasury Regulation 1.409A-3(i)(5)(iv) or unless
the restricted share unit is exempt from Section 409A of the Code and the change
accelerates the vesting period.
	 
	 	 	 	Notwithstanding any contrary terms in this Plan or in an agreement evidencing a
restricted share unit, if a restricted share unit is a Post-409A Award and is part
of an award of restricted share units that includes one or more restricted share
units that is required to comply with Section 409A of the Code, then all restricted
share units in such award shall be subject to the provisions of the Rules.
	 
	 	 	 	During any 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 (1) cause a legend or legends to be placed on any certificates
relating to such restricted shares, and/or (2) issue “stop transfer” instructions,
as it deems necessary or appropriate.
	 
	 	 	 	Unless otherwise determined by the Committee, during any Restriction Period,
participants who hold restricted shares shall have the right to receive dividends,
in cash or property, as well as other distributions or rights in respect of such
shares, shall have the right to vote such shares as the record owner thereof, and
participants who hold restricted share units shall have the right to receive
dividend equivalents. Unless otherwise determined by the Committee, any dividends,
distributions or rights, or dividend equivalents 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 or restricted share units
lapse (and in the case of dividend equivalents on restricted share units, in
accordance with the time of payment rules that are applicable to the related
restricted share units).
	 
	 	 	 	Each certificate issued for restricted shares shall be registered in the name of the
participant and deposited with the Company or its designee. At the end of the
Restriction Period, a certificate representing the number of shares to which the
participant is then entitled shall be delivered to the participant free and clear of
the restrictions (or the participant’s unrestricted ownership shall be otherwise
reflected). No certificate shall be issued with respect to a restricted share unit
unless and until such unit is paid in shares of Common Stock.
	 
	 	(iv)	 	Performance Awards. Performance awards are performance shares or
performance units. Each performance share shall have an initial value equal to the
Fair Market Value of a share of Common Stock on the date of grant. Each
performance unit shall have an initial value that is established by the Committee
at the time of grant. Performance awards may be granted either alone or in
addition to other awards made under the Plan.




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	 	 	 	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
established by the Committee, provided that no performance period shall be less than
one year.
	 
	 	 	 	The performance measure(s) to be used for purposes of performance awards (and for
restricted shares and restricted share units, as provided in Section 4(a)(iii)) may
be described in terms of objectives that are related to the individual participant
or objectives that are Company-wide or related to one or more subsidiaries,
divisions, departments, regions, functions or business units of the Company to which
the contributions of the participant are relevant, and may consist of one or more or
any combination of the following criteria: stock price, market share, sales
revenue, sales volume, cash flow, 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, profit (before or after-taxes),
net income, operating income, EBITDA (earnings before interest, taxes, depreciation
and amortization) and/or costs. The performance goals based on these performance
measures may be made relative to the performance of other corporations or a
published index. The Committee can establish other performance measures for
performance awards granted to participants who are not Covered Executives and, with
respect to such participants, shall have the sole discretion to adjust the
determination of the degree of attainment of the pre-established performance goals.
	 
	 	 	 	Notwithstanding the achievement of any performance goal established under this Plan,
the Committee has the discretion, on a participant by participant basis, to reduce
some or all of a performance award that would otherwise be paid.
	 
	 	 	 	At, or at any time after, the time an award is granted, and in the case of Covered
Executives to the extent permitted under Section 162(m) of the Code and the
regulations thereunder without adversely affecting the treatment of the award under
the performance-based exception, the Committee 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 unusual or nonrecurring events affecting
the Company, or its financial statements or changes in applicable laws, regulations
or accounting principles.
	 
	 	 	 	With respect to any award that is intended to satisfy the conditions for the
performance-based exception under Section 162(m) of the Code: (1) the Committee
shall interpret the Plan and this Section 4 in light of Section 162(m) of the Code
and the regulations thereunder; (2) the Committee shall have no discretion to amend
the award in any way that would adversely affect the treatment of the award under
Section 162(m) of the Code and the regulations thereunder; and (3) such award shall
not be paid until the Committee shall first have certified that the performance
goals have been achieved.
	 
	 	 	 	If applicable tax and/or securities laws change to permit Committee discretion to
alter the governing performance measures without obtaining shareholder approval of
such changes, the Committee shall have the sole discretion to make such changes
without first obtaining shareholder approval.
	 
	 	(v)	 	Share Awards. Share awards are grants of shares of Common Stock. The
Committee may grant a share award to any eligible individual on such terms and
conditions as the Committee may determine in its sole discretion. Share awards may
be made only in lieu of cash or other compensation to which the eligible individual
is entitled from the Company except as to limited awards to non-executive employees
or key consultants made in connection with special recognition programs.






	 	(b)	 	Maximum Awards. An eligible individual may be granted multiple awards under
the Plan, but no one employee may be granted awards which would result in his or her
receiving in the aggregate, during a single calendar year, more than 2 million shares
of Common Stock. Solely for the purposes of




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	 	 	 	determining whether this maximum is met, an SAR, restricted share unit, or performance
share shall be treated as entitling the holder thereof to one share of Common Stock, and
an award of performance units shall be treated as entitling the holder to the number of
shares of Common Stock that is determined by dividing the dollar value of the award by
the Fair Market Value of a share of Common Stock on the date the performance units were
awarded.
	 
	 	(c)	 	Employment by the Company.






	 	(i)	 	To the extent the vesting, exercise, or term of any stock option, SAR
and/or restricted share is conditioned on employment by the Company, an award
recipient whose Company employment terminates through a Company-approved transfer
to an allied organization: (1) shall, at the time of such termination, vest in and
(where applicable) be entitled to exercise immediately prior to the transfer any
stock option, SAR or restricted share that is not conditioned on the achievement of
a performance goal; (2) shall have employment with the allied organization treated
as employment by the Company in determining any applicable term of such award and
period for exercise (as well as any right to, or right to exercise, the award upon
achievement of a performance goal); and (3) shall have the allied organization
considered part of the Company for purposes of applying the misconduct provisions
of Section 8. The Chief Personnel Officer shall specify the entities that are
considered allied organizations as of any time. This Section 4(c)(i) applies to
awards that are not required to comply with Section 409A of the Code.
	 
	 	(ii)	 	To the extent the vesting, exercise, or term of any restricted share
unit, performance share and/or performance unit is conditioned on employment by the
Company, an award recipient whose Company employment is transferred to an allied
organization through a Company-approved transfer to the allied organization: (1)
shall, at the time of such transfer, vest in any restricted share unit that is not
conditioned on the achievement of a performance goal and, except as provided in the
remainder of this Section 4(c)(ii), the date of such vesting shall also be the
payment date of the restricted share unit; (2) shall have employment with the
allied organization treated as employment by the Company for purposes of any right
to the award upon achievement of a performance goal; and (3) shall have the allied
organization considered part of the Company for purposes of applying the misconduct
provisions of Section 8. For purposes of applying this Section 4(c)(ii) to a
restricted share unit, performance share or performance unit that is part of a
Post-409A Award that is required to comply with Section 409A of the Code with
respect to one or more restricted share units, performance shares or performance
units, as applicable, under such award, the provisions set out in the Rules shall
apply notwithstanding any contrary terms in this Plan or in an agreement evidencing
such an award.
	 
	 	(iii)	 	The Committee may decide, when granting an award, to exclude some or
all of the award from the application of this subsection, or to provide the
recipient of the grant with less protection in connection with a transfer than
would otherwise apply under the foregoing provisions of this subsection.






	 	(d)	 	Company Buy-Out Right. At any time after any award becomes exercisable or
vested, the Committee shall have the right to elect, in its sole discretion and without
the consent of the holder thereof, to cancel such award and to cause PBG to pay to the
participant the excess of the Fair Market Value of the shares of Common Stock covered
by such award over any Exercise Price or purchase price on the date the Committee
provides written notice (the “Buy-Out Notice”) of its intention to exercise such right
(the “Buy-Out”), provided that in the case of a Post-409A Award, the Fair Market Value
used for this purpose shall not exceed the fair market value of the shares of Common
Stock covered by such award on the date of cancellation as determined under Treasury
Regulation § 1.409A-1(b)(5)(iv). Buy-Outs pursuant to this provision shall be effected
by PBG as promptly as possible after the date of the Buy-Out Notice. Payments of
Buy-Out amounts shall be made in shares of Common Stock (with cash for any fractional
share). The number of shares shall be determined by dividing the amount of the payment
to be made by the Fair Market Value of a share of Common Stock on the date of the
Buy-Out Notice, provided that in the case of a Post-409A Award, the Fair Market Value
used for this purpose shall not exceed the fair market value




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	 	 	 	of the shares of Common Stock covered by such award on the date of cancellation as
determined under Treasury Regulation § 1.409A-1(b)(5)(iv). This Buy-Out provision
shall not apply in the case of a “Change in Control” within the meaning of Section
9, in which case the provisions of Section 9 shall apply. This Buy-Out provision
also shall not apply in the case of a Post-409A Award that is required to comply
with Section 409A of the Code (in whole or in part) unless such application does not
result in an acceleration of the payment of the award (for purposes of Section 409A
of the Code) or comes within an exception that permits acceleration of the payment
of the award as provided in Treasury Regulation § 1.409A-3(j)(4).





5. Shares of Common Stock Subject to the Plan.




     The maximum aggregate number of shares of Common Stock available for issuance under the Plan
shall be 36 million, determined as provided in this Section and as may be adjusted pursuant to
Section 7 hereof. Any of the authorized shares may be used for any of the types of awards
described in the Plan, provided, however, that in no event shall the number of restricted shares
which become fully vested, shares delivered in settlement of restricted share units and performance
awards, and shares granted as share awards (“full-value awards”) exceed 50% of the maximum
aggregate number of shares of Common Stock available for issuance under the Plan as may be adjusted
pursuant to Section 7 hereof.




	 	(a)	 	Shares Remaining. The following shall apply in determining the number of
shares remaining available for grant under this Plan:






	 	(i)	 	In connection with the granting of a stock option or other award (other
than SARs payable only in cash or a performance unit denominated in dollars or
property other than Common Stock), the number of shares of Common Stock available
for issuance under this Plan shall be reduced by the number of shares in respect of
which the stock option or award is granted or denominated; provided, however, that
where an SAR or performance unit is settled in shares of Common Stock, the number
of shares of Common Stock available for issuance under this Plan shall be reduced
only by the number of shares issued in such settlement.
	 
	 	(ii)	 	If any stock option is exercised by tendering or having the Company
withhold shares of Common Stock to PBG as full or partial payment of the Exercise
Price or to satisfy tax withholding obligations, the number of shares available for
issuance under this Plan shall be increased by the number of shares so tendered or
withheld.
	 
	 	(iii)	 	Whenever any outstanding stock option or other award under the Plan
(or portion thereof) expires, is cancelled, is settled in cash or is terminated for
any reason, the shares allocable to the expired, cancelled, settled or terminated
portion of the stock option or award shall remain available for awards under this
Plan.
	 
	 	(iv)	 	Awards granted through the assumption of, or in substitution for,
outstanding awards previously granted to individuals who become employees as a
result of a merger, consolidation, acquisition or other corporate transaction
involving the Company as a result of an acquisition will not count against the
reserve of available shares under this Plan.






	 	(b)	 	Shares to be Delivered. Shares of Common Stock to be delivered by the Company
under this Plan shall be determined by the Committee and may consist in whole or in
part of authorized but unissued shares, treasury shares or shares acquired on the open
market.





6. Deferred Payments.




     The Committee may determine that all or a portion of a payment to a participant under the
Plan, whether it is to be made 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 Section 409A of the Code in the case of
Post-409A Awards. The Committee may take such steps as are reasonably necessary to



8









 




permit the deferral of taxes in connection with any award deferral. Notwithstanding the
foregoing, no stock option or SAR that is a Post-409A Award shall contain a feature for the
deferral of compensation within the meaning of Treasury Regulation § 1.409A-1(b)(5)(i)(A)(3) or §
1.409A-1(b)(5)(i)(B)(3), respectively. Awards of restricted shares are intended to be and to
remain exempt from Section 409A of the Code pursuant to Treasury Regulation § 1.409A-1(b)(6)(i).




7. Dilution and Other Adjustments.




     In the event of (a) any change in the outstanding shares of Common Stock by reason of any
stock split, reverse stock split, stock dividend, recapitalization, merger, reorganization,
consolidation, combination or exchange of shares, (b) any separation of a corporation (including a
spin-off or other distribution of assets of the Company to its shareholders), (c) any partial or
complete liquidation, or (d) other similar corporate change, the Committee shall make such
equitable adjustments in the Plan and the awards thereunder as, and to the extent (if any), the
Committee determines are necessary and appropriate to prevent dilution or enlargement of a
participant’s rights hereunder, including, if necessary, an adjustment in (i) the maximum number or
kind of shares that may be issued under the Plan, (ii) the individual maximum in Section 4(b),
(iii) the number and kind of shares and the Exercise Price or purchase price applicable to awards
that may be or have been awarded to any participant (including the conversion of shares subject to
awards from Common Stock to stock of another entity), and (iv) related terms of awards, including
any performance conditions, and to make cash payments in lieu of such adjustments provided that any
such cash payment shall be made in a manner that does not cause the recipient of the corresponding
award to be subject to the payment of additional tax under Section 409A(a)(1)(B) of the Code. No
adjustment to performance conditions is authorized in connection with any awards to a Covered
Executive intended to qualify as performance-based under Section 162(m) of the Code if and to the
extent that such adjustment would cause the award to fail to so qualify. Such adjustment shall be
conclusive and binding for all purposes of the Plan.



8. Misconduct.




     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
engaged in “Misconduct” as defined below. The Committee may in its sole discretion require the
participant to pay to the Company any and all gains realized from any awards granted hereunder that
were exercised, vested or paid out within the twelve month period immediately preceding a date on
which the participant engaged in such Misconduct, as determined by the Committee.



     “Misconduct” means any of the following, as determined by the Committee in good faith: (i)
violation of any agreement between the Company and the participant, including but not limited to a
violation relating to the disclosure of confidential information or trade secrets, the solicitation
of employees, customers, suppliers, licensors or contractors, or the performance of competitive
services; (ii) violation of any duty to the Company, including but not limited to violation of the
Company’s Code of Conduct; (iii) making, or causing or attempting to cause any other person to
make, any statement (whether written, oral or electronic), or conveying any information about the
Company which is disparaging or which in any way reflects negatively upon the Company, unless
required by law or pursuant to a Company policy; (iv) improperly disclosing or otherwise misusing
any confidential information regarding the Company; (v) unlawful trading in the securities of PBG
or of another company based on information gained as a result of that participant’s employment or
other relationship with the Company; (vi) engaging in any act which is considered to be contrary to
the best interests of the Company, including but not limited to recruiting or soliciting employees
of the Company; or (vii) commission of a felony or other serious crime or engaging in any activity
which constitutes gross misconduct.



     This section shall also apply in the case of a former Company employee (including, without
limitation, a retired or disabled employee) who commits Misconduct after his or her employment with
the Company terminates.



9. Change in Control.




     Upon a “Change in Control” (as defined in subsection (f) below), the following shall occur,
unless otherwise provided by the Committee in an agreement:



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	 	(a)	 	Options. Effective on the date of such Change in Control, all outstanding and
unvested stock options granted under the Plan shall immediately vest and become
exercisable, and all stock options then outstanding under the Plan shall remain
outstanding in accordance with their terms. In the event that any stock option granted
under the Plan becomes unexercisable during its term on or after a Change in Control
because: (i) the individual who holds such stock option is involuntarily terminated
(other than for cause), or such individual terminates for “Good Reason” as defined in
the agreement governing the stock option award or applicable operating guidelines,
within two years after the Change in Control; (ii) such stock option is terminated or
adversely modified; or (iii) Common Stock is no longer issued and outstanding, or no
longer traded on a national securities exchange, then the holder of such stock option
shall immediately be entitled to receive equity (e.g. common stock) of the “Acquiring
Entity” (as defined below) with a fair market value equal to at least (A) the gain on
such stock option or (B) only if greater than the gain and only with respect to
non-qualified stock options that are not Post-409A Awards, the Black-Scholes value of
such stock option (as determined by a nationally recognized independent investment
banker chosen by PBG), in either case calculated on the date such stock option becomes
unexercisable. For purposes of the preceding sentence, the gain on a stock option shall
be calculated as the difference between the Fair Market Value per share of Common Stock
as of the date such stock option becomes unexercisable and the Exercise Price per share
of Common Stock covered by the stock option; provided, however, if the shares of Common
Stock are not traded on a national exchange on such date, the Fair Market Value on the
immediately preceding day on which the shares were traded shall be used (but only to
the extent it does not result, in the case of a Post-409A Award, in the payment of more
than fair market value as determined under Treasury Regulation § 1.409A-1(b)(5)(iv)).
	 
	 	(b)	 	Stock Appreciation Rights. Effective on the date of such Change in Control,
all outstanding and unvested SARs granted under the Plan shall immediately vest and
become exercisable, and all SARs then outstanding under the Plan shall remain
outstanding in accordance with their terms. In the event that any SAR granted under the
Plan becomes unexercisable during its term on or after a Change in Control because:
(i) the individual who holds such SAR is involuntarily terminated (other than for
cause), or such individual terminates for “Good Reason” as defined in the agreement
governing the SAR award or applicable operating guidelines, within two years after the
Change in Control; (ii) such SAR is terminated or adversely modified; or (iii) Common
Stock is no longer issued and outstanding, or no longer traded on a national securities
exchange, then the holder of such SAR shall immediately be entitled to receive equity
(e.g. common stock) of the “Acquiring Entity” (as defined below) with a fair market
value equal to at least the gain on such SAR. For purposes of the preceding sentence,
the gain on an SAR shall be calculated as the difference between the Fair Market Value
per share of Common Stock as of the date such SAR becomes unexercisable and the
purchase price per share of Common Stock covered by the SAR; provided, however, if the
shares of Common Stock are not traded on a national exchange on such date, the Fair
Market Value on the immediately preceding day on which the shares were traded shall be
used (but only to the extent it does not result, in the case of a Post-409A Award, in
the payment of more than fair market value as determined under Treasury Regulation §
1.409A-1(b)(5)(iv)).
	 
	 	(c)	 	Restricted Shares/Restricted Share Units. Upon a Change of Control all
restricted shares and restricted share units shall immediately vest. Immediately upon
such vesting, certificates for all such vested restricted shares shall be distributed
to the participants, and the cash or shares payable upon vesting of the restricted
share units shall be paid to the participants. Notwithstanding anything set out in
this Plan or an agreement evidencing a restricted share unit to the contrary, if a
restricted share unit is a Post-409A Award and is covered by Section 409A of the Code,
then the provisions set out in the Rules shall apply.
	 
	 	(d)	 	Performance Awards. Each performance award granted under the Plan that is
outstanding on the date of the Change in Control shall immediately vest and the holder
of such performance award shall be entitled to a lump sum cash payment equal to the
amount of such performance award payable at the end of the performance period as if
100% of the performance goals have been achieved. Notwithstanding anything set out in
this Plan or an agreement evidencing a performance award to the




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	 	 	 	contrary, if a performance award is a Post-409A Award and is covered by Section 409A of
the Code, then the provisions set out in the Rules shall apply.
	 
	 	(e)	 	Time of Payment. Any amount required to be paid pursuant to this Section shall
be paid within 20 days after the date such amount becomes payable.
	 
	 	(f)	 	Definition of Change in Control. A “Change in Control” means the occurrence of
any of the following events: (i) any individual, corporation, partnership, group,
association or other entity (a “Person”), other than PepsiCo, Inc. (“PepsiCo”) or an
entity approved by PepsiCo, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Act), directly or indirectly, of 50% or more of the combined voting
power of PBG’s outstanding securities ordinarily having the right to vote at elections
of directors; (ii) 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
(provided that any new Board member who was approved by a majority of directors who
began the two-year period or who was approved by PepsiCo shall be considered a director
who began the two-year period); (iii) the approval by the shareholders of PBG of a plan
or agreement providing for a merger or consolidation of PBG with another company, other
than with PepsiCo or an entity approved by PepsiCo, and PBG is not the surviving
company (unless the shareholders of PBG prior to the merger or consolidation continue
to have 50% or more of the combined voting power of the surviving company’s outstanding
securities); (iv) the sale, exchange or other disposition of all or substantially all
of PBG’s assets, other than to PepsiCo or an entity approved by PepsiCo; or (v) any
other event, circumstance, offer or proposal occurs or is made, which is intended to
effect a change in the control of PBG and which results in the occurrence of one or
more of the events set forth in clauses (i) through (iv) of this paragraph. For
purposes of this Plan, the Person that triggers a Change in Control under clause (i) or
(ii), survives the merger or consolidation referred to in clause (iii) or purchases the
assets under clause (iv) is referred to as the “Acquiring Entity.”
	 
	 	 	 	In addition, a “Change in Control” means the occurrence of any of the following events
with respect to PepsiCo: (i) acquisition of 20% or more of the outstanding voting
securities of PepsiCo by another entity or group; excluding, however, any acquisition by
an employee benefit plan or related trust sponsored or maintained by PepsiCo; (ii)
during any consecutive two-year period, persons who constitute the Board of Directors of
PepsiCo (the “PepsiCo Board”) at the beginning of the period cease to constitute at
least 50% of the PepsiCo Board (provided that any new PepsiCo Board member who was
approved by a majority of directors who began the two-year period shall be considered a
director who began the two-year period); (iii) PepsiCo shareholders approve, and there
is completed, 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;
(iv) 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 (v) 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 (i) through (iv) of this paragraph.
	 
	 	 	 	Notwithstanding the above definition, the definition of “Change in Control set out in
the Rules shall apply in the circumstances and manner specified in the Rules to a
restricted share unit, performance share or performance unit that is part of a Post-409A
Award that is required to comply with Section 409A of the Code with respect to one or
more restricted share units, performance shares or performance units, as applicable,
under such award.





10. Miscellaneous Provisions.





	 	(a)	 	Rights as Shareholder. Except as otherwise provided herein, a participant in
the Plan shall have no rights as a holder of Common Stock with respect to awards
hereunder, unless and until certificates for shares of Common Stock are issued to such
participant or registered in the name of the participant on the Company’s records.




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	 	(b)	 	Assignment or Transfer. Unless the Committee shall specifically determine
otherwise, no award granted under the Plan or any rights or interests therein (other
than an award of shares that is not subject to any restrictions) shall be assignable or
transferable by a participant, except by will or the laws of descent and distribution.
	 
	 	(c)	 	Agreements. All awards granted under the Plan shall be evidenced by agreements
in such form and containing such terms and conditions (not inconsistent with the Plan),
as the Committee shall approve.
	 
	 	(d)	 	Requirements for Transfer. The Committee shall have no obligation to issue or
transfer a share of Common Stock under the Plan until all legal requirements applicable
to the issuance or transfer of such shares have been complied with to the satisfaction
of the Committee. The Committee shall have the right to condition any issuance of
shares of Common Stock made to any participant upon such participant’s written
undertaking to comply with such restrictions on his subsequent disposition of such
shares as the Committee or PBG shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
	 
	 	(e)	 	Withholding Taxes. PBG shall have the right to deduct from all awards
hereunder paid in cash any federal, state, local or foreign taxes required by law to be
withheld with respect to such awards, and with respect to awards paid or satisfied in
stock, to require the payment (through withholding from the participant’s salary or
otherwise) of any such taxes. The obligations of PBG to make delivery of awards in
cash or shares of Common Stock shall be subject to currency or other restrictions
imposed by any government. With respect to withholding required upon the exercise of
stock options or SARs, upon the lapse of restrictions on restricted shares or upon any
other taxable event arising as a result of awards granted hereunder, unless other
arrangements are made with the consent of the Committee, participants shall satisfy the
withholding requirement by having the Company withhold shares of Common Stock having a
Fair Market Value on the date the tax is to be determined equal to not more than the
minimum amount of tax required to be withheld with respect to the transaction unless a
fractional share is payable in which case, such minimum amount plus the next highest
share will be withheld. The Committee may permit a participant to surrender or direct
the withholding of other shares of Common Stock to satisfy tax obligations but only if
and to the extent that no additional accounting expense would result to the Company
under then applicable accounting rules.
	 
	 	 	 	If a participant makes a disposition, within the meaning of Section 424(c) of the Code
and regulations promulgated thereunder, of any shares of Common Stock issued to him
pursuant to the exercise of an incentive stock option within the two-year period
commencing on the day after the date of the grant or within the one-year period
commencing on the day after the date of transfer of such shares to the participant
pursuant to such exercise, the participant shall, within ten (10) days of such
disposition, notify PBG thereof, by delivery of written notice to PBG at its principal
executive office, and immediately deliver to PBG (or allow to be withheld from other
compensation) any taxes required to be withheld.
	 
	 	(f)	 	No Implied Rights to Awards. Except as set forth herein, no employee or other
person shall have any claim or right to be granted an award under the Plan. Neither
the Plan nor any action taken hereunder shall be construed as giving any employee any
right to be retained in the employ of the Company.
	 
	 	(g)	 	Fractional Shares. Fractional shares of Common Stock shall not be issued or
transferred under an award, but the Committee may pay cash in lieu of a fraction or
round the fraction, in its discretion.
	 
	 	(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 will 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




12









 






	 	 	 	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 PBG and not charged to any award or to any employee receiving an award.
	 
	 	(j)	 	Funding of Plan. PBG shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment of any
award under the Plan.
	 
	 	(k)	 	Successors. All obligations of the Company under the Plan with respect to
awards granted hereunder shall be binding on any successor to the Company, 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 the Company.
	 
	 	(l)	 	Compliance with Section 409A of the Code. At all times, this Plan shall be
interpreted and operated (i) with respect to Post-409A Awards, in accordance with the
applicable requirements of Section 409A of the Code, (ii) to maintain the exemptions
from Section 409A of the Code of stock options, SARs, restricted shares and awards
designed to meet the short-deferral exception under Section 409A of the Code, and (iii)
to preserve the status of deferrals made prior to the effective date of Section 409A of
the Code (“ Prior Deferrals”) as exempt from Section 409A of the Code, i.e., to
preserve the grandfathered status of Prior Deferrals. To the extent there is a
conflict between the provisions of the Plan relating to compliance with Section 409A of
the Code and the provisions of any award agreement issued under the Plan, the
provisions of the Plan control. To the extent there is a conflict between the
provisions of the Rules and the provisions of the Plan and/or of any award agreement
issued under the Plan, the provisions of the Rules control.
	 
	 	(m)	 	Successor Provisions. Any reference in the Plan to a provision of law or
regulation shall also refer to any provision of law or regulation that is a successor
to such provision.





11. Effective Date, Amendments and Termination.





	 	(a)	 	Effective Date. The Plan became effective on May 26, 2004, the date on which
it was initially approved by PBG’s shareholders. The Plan was amended and restated
effective May 25, 2005, and again effective May 28, 2008, the dates on which these
amendments were approved by PBG’s shareholders. This amendment and restatement of the
Plan is generally effective as of January 1, 2009 (the “Effective Date”), and applies
to awards granted on or after that date, except in the case of provisions relating to
(i) “Post-409A Awards, ” i.e., all Plan awards that were not both earned and vested as
of December 31, 2004, and all Plan awards that were materially modified after October
3, 2004, determined in each case within the meaning of Section 409A of the Code, (ii)
Article 9 (regarding Change in Control), (iii) the rounding mechanism specified within
the definition of Fair Market Value in Section 4(a)(i), and (iv) Section 7 (relating to
antidilution and other adjustments). Provisions relating to Post-409A Awards shall
apply to Post-409A Awards granted on or after the Effective Date and to the
administration on and after the Effective Date of Post-409A Awards granted prior to the
Effective Date. Article 9 (regarding Change in Control) shall be effective as of
December 20, 2005. The rounding mechanism specified within the definition of Fair
Market Value in Section 4(a)(i) shall be effective as of October 6, 2006. Section 7
(relating to antidilution and other adjustments) shall be effective as of January 8,
2007. The Rules are considered an integral part of this document and, together with
this document and the agreements evidencing awards granted under the Plan, are intended
to evidence documentary compliance with Section 409A of the Code and the applicable
regulations and other guidance of general applicability issued thereunder or in
connection therewith.
	 
	 	(b)	 	Amendments. The Committee may at any time terminate or from time to time amend
the Plan in whole or in part; provided that the Committee shall not, without the
requisite affirmative approval of shareholders of the Company, make any amendment to
the Plan that materially modifies the Plan, including but not limited to amendments
that would permit repricing, expand the types of awards available or the class of
eligible participants, increase the number of securities which may be issued; or




13









 






	 	 	 	which requires shareholder approval under any applicable law or rule of the New York
Stock Exchange or Section 162(m) or 422 of the Code. No termination or amendment shall
materially adversely affect any rights or obligations with respect to any awards
theretofore granted under the Plan without the consent of the affected participant.
	 
	 	 	 	The Committee may, at any time, amend outstanding agreements evidencing awards under the
Plan in a manner not inconsistent with the terms of the Plan; provided, however, that
except as provided in Section 4(d) with respect to the Company’s Buy-Out right, if such
amendment is materially adverse to the participant, the amendment shall not be effective
unless and until the participant consents, in writing, to such amendment.
	 
	 	 	 	Notwithstanding the preceding provisions of this subsection (b), following a Change in
Control (as defined in Section 9), the Committee may not amend the Plan or outstanding
agreements evidencing awards under the Plan in a way that would be adverse to a
participant, even if the amendment would not be materially adverse, without the written
consent of the participant.
	 
	 	(c)	 	Termination. No awards shall be made under the Plan on or after the tenth
anniversary of the date on which PBG’s shareholders approved the Plan. Determination
of the award actually earned and payout or settlement of the award may occur later, and
as to any outstanding award, the Plan’s terms shall remain in effect (including
authority under Section 11(b) relating to the Committee’s authority to modify
outstanding awards).






14