Common use of Annual Equity Awards Clause in Contracts

Annual Equity Awards. (i) TCCC shall not grant any equity-based awards to any Continuing Employee from the date of this Agreement through the Closing other than equity-based awards made (A) to newly hired employees, within one year following the employee’s date of hire, that are in the ordinary course of business and in accordance with TCCC and the Nordic Companies’ past practice of compensating newly hired employees or (B) with the consent of CCE, which consent shall not be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, in the event that as of December 16, 2010, the parties reasonably determine that the Closing shall not occur prior to March 15, 2011, following consultation with CCE, TCCC may make grants of equity-based awards no later than March 15, 2011 to Continuing Employees that are in accordance with past practice and guidelines with respect to annual grants made most recently in February 2010 to the Continuing Employees and that do not have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between CCE and TCCC) that is greater than the aggregate value as of the grant date of the aggregate annual equity awards made by TCCC in February 2010 to the Continuing Employees. (ii) To the extent that (x) the Closing occurs during the period beginning on October 15, 2010 and ending on December 15, 2010 (the “Interim Period”), and (y) CCE makes an annual grant of equity-based awards during such Interim Period to eligible CCE employees, Splitco shall make a grant of equity-based awards to the Continuing Employees immediately following the Closing Date, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that such grants shall only be made to those Continuing Employees who were eligible to receive an annual equity grant in February 2010, or would be eligible to receive an annual equity grant in February 2011; and provided, further, that, in no event shall such grant have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between TCCC and Splitco) that is greater than the aggregate value on the grant date of the aggregate annual equity awards made by TCCC in February 2010 to such employees. (iii) To the extent that the Closing occurs after December 15, 2010, at such time after the Closing as Splitco makes its regular annual equity awards to its employees in 2011, Splitco shall provide equity-based awards to Continuing Employees who hold a position that was (or, in the case of a new hire, would have been) eligible to receive an equity grant from TCCC in 2010, having a substantially comparable value in the aggregate, for a comparable number of employees, as of the grant date (based on a reasonable Black-Scholes value for stock option grants and based on the grant date fair value for whole share-based awards) as awarded by TCCC to employees providing services to the Nordic Companies in February 2010, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that Splitco shall have no obligation to replicate the form of award or the terms and conditions of awards previously granted by TCCC, including, without limitation, the number of shares to be subject to such Splitco equity-based awards and the vesting conditions and exercise or purchase price of such Splitco equity-based awards.

Annual Equity Awards. During the Term, the Executive Chairman shall receive, at the time that annual equity awards are granted to senior executives of the Company, annual equity or equity-based compensation awards with an aggregate annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting) equal to $6,650,000 (the “Annual Equity Awards”), which shall be comprised (based on value) of 50% stock options and 50% restricted stock, restricted stock units or other full-share types of awards and which shall be granted under, and subject to the terms and conditions of, the Company Stock Plan. For the avoidance of doubt, the Executive Chairman shall receive three Annual Equity Awards (one Annual Equity Award during each year of employment) and shall not be eligible to receive more than three Annual Equity Awards. The Annual Equity Awards shall be subject to the terms and conditions set forth in the Company’s customary award agreements, including with respect to vesting and exercisability of stock options (if any) after termination of employment; provided that (i) TCCC no vesting or similar requirement shall not grant any equity-based awards to any Continuing Employee from require the date provision of this Agreement through services by the Closing other than equity-based awards made Executive Chairman after the third anniversary of the Effective Date, (Aii) to newly hired employees, within one year following the employee’s date of hire, that are in the ordinary course of business and in accordance with TCCC and the Nordic Companies’ past practice of compensating newly hired employees or (B) with the consent of CCE, which consent shall not be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, in the event that the Company terminates the Executive Chairman’s employment other than for Cause (as of December 16, 2010defined below), the parties reasonably determine Executive Chairman’s employment is terminated by the Executive Chairman for Good Reason (as defined below) or the Executive Chairman’s employment is terminated due to his death or Disability (as defined below), in each case, pursuant to Section 5, the Annual Equity Awards shall become immediately and fully vested, (iii) stock options or stock appreciation rights (if any) that become vested will remain exercisable until their respective expiration dates (without regard to such termination), (iv) none of such Annual Equity Awards shall constitute “deferred compensation” within the Closing meaning of Section 409A of the Code and (v) except as provided herein, the other terms and conditions of the Annual Equity Awards shall not occur prior be substantially similar to March 15, 2011, following consultation with CCE, TCCC may make grants the other terms and conditions of equity-based compensation awards no later than March 15, 2011 to Continuing Employees that are in accordance with past practice and guidelines with respect to annual grants made most recently in February 2010 granted to the Continuing Employees and that do not have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between CCE and TCCC) that is greater than the aggregate value as of the grant date of the aggregate annual equity awards made by TCCC in February 2010 to the Continuing Employees. (ii) To the extent that (x) the Closing occurs Company CEO during the period beginning on October 15, 2010 and ending on December 15, 2010 (the “Interim Period”), and (y) CCE makes an annual grant of equity-based awards during such Interim Period to eligible CCE employees, Splitco shall make a grant of equity-based awards to the Continuing Employees immediately following the Closing Date, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that such grants shall only be made to those Continuing Employees who were eligible to receive an annual equity grant in February 2010, or would be eligible to receive an annual equity grant in February 2011; and provided, further, that, in no event shall such grant have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between TCCC and Splitco) that is greater than the aggregate value on the grant date of the aggregate annual equity awards made by TCCC in February 2010 to such employeesapplicable year. (iii) To the extent that the Closing occurs after December 15, 2010, at such time after the Closing as Splitco makes its regular annual equity awards to its employees in 2011, Splitco shall provide equity-based awards to Continuing Employees who hold a position that was (or, in the case of a new hire, would have been) eligible to receive an equity grant from TCCC in 2010, having a substantially comparable value in the aggregate, for a comparable number of employees, as of the grant date (based on a reasonable Black-Scholes value for stock option grants and based on the grant date fair value for whole share-based awards) as awarded by TCCC to employees providing services to the Nordic Companies in February 2010, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that Splitco shall have no obligation to replicate the form of award or the terms and conditions of awards previously granted by TCCC, including, without limitation, the number of shares to be subject to such Splitco equity-based awards and the vesting conditions and exercise or purchase price of such Splitco equity-based awards.

Annual Equity Awards. (i) TCCC shall not grant any equity-based awards to any Continuing Employee from For each Fiscal Year during the date of this Agreement through the Closing other than equity-based awards made (A) to newly hired employees, within one year following the employee’s date of hire, that are in the ordinary course of business and in accordance with TCCC and the Nordic Companies’ past practice of compensating newly hired employees or (B) with the consent of CCE, which consent shall not be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, in the event that as of December 16, 2010Employment Period, the parties reasonably determine Executive shall be eligible for an annual grant of equity compensation awards having a target aggregate value of not less than $2,100,000 (the “Annual Equity Awards”); provided that the Closing shall not occur prior to March 15, 2011, following consultation with CCE, TCCC may make grants of equity-based awards no later than March 15, 2011 to Continuing Employees that are in accordance with past practice and guidelines with respect to annual grants made most recently in February 2010 to the Continuing Employees and that do not have an aggregate value as of Executive is actively employed on the grant date for such annual grant. Half the value of each Annual Equity Award shall be granted in the form of stock options and half the value of each Annual Equity Award shall be granted in the form of performance stock units (based on a reasonable Black-Scholes valuation or grant date fair the value methodology, as applicable, of each such award to be agreed upon between CCE and TCCC) that is greater than the aggregate value determined as of the grant date of the aggregate annual award in accordance with the Company’s normal valuation method for equity awards compensation grants), and each Annual Equity Award shall otherwise be made by TCCC in February on terms and conditions no less favorable than those provided to similarly situated executives of the Company. Notwithstanding the foregoing, the Annual Equity Award for the 2010 to the Continuing Employees. (ii) To the extent that (x) the Closing occurs during the period beginning on October 15, 2010 and ending on December 15, 2010 Fiscal Year (the “Interim PeriodInitial Equity Award”)) shall vest on the second anniversary of the grant date; the performance stock units subject to the Initial Equity Award shall be settled as soon as practicable thereafter based on and subject to achievement of the performance targets, as determined by the Board; and the stock options subject to the Initial Equity Award shall be exercisable from the second anniversary of the grant date for the remainder of the full ten (10)-year term, subject to the terms of the PepsiCo, Inc. 2007 Long-Term Incentive Plan or any successor plan. In the event that the Executive’s employment is terminated by the Company without Cause prior to the second anniversary of the Effective Date or the Executive voluntarily resigns his employment on or after the first anniversary of the Effective Date but before the second anniversary of the Effective Date, a pro rata portion of the Initial Equity Award will vest in proportion to the Executive’s active service from the Effective Date to the Termination Date over the period from the Effective Date to the second anniversary thereof, and (y) CCE makes an annual grant the remaining portion of equity-based awards during such Interim Period to eligible CCE employees, Splitco the Initial Equity Award shall make a grant of equity-based awards to the Continuing Employees immediately following the Closing Date, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCCbe forfeited; provided, however, that such grants the vested performance stock units subject to the Initial Equity Award shall only be made to those Continuing Employees who were eligible to receive an annual equity grant in February 2010, or would be eligible to receive an annual equity grant in February 2011; and provided, further, that, in no event shall such grant have an aggregate value settled as soon as practicable following the second anniversary of the grant date (date, net of applicable tax withholding, based on a reasonable Black-Scholes valuation or grant date fair value methodologyand subject to achievement of the applicable performance targets, as applicabledetermined by the Board, and the vested stock options subject to the Initial Equity Award shall first be agreed upon between TCCC and Splitco) that is greater than the aggregate value exercisable on the grant date of the aggregate annual equity awards made by TCCC in February 2010 to such employees. (iii) To the extent that the Closing occurs after December 15, 2010, at such time after the Closing as Splitco makes its regular annual equity awards to its employees in 2011, Splitco shall provide equity-based awards to Continuing Employees who hold a position that was (or, in the case of a new hire, would have been) eligible to receive an equity grant from TCCC in 2010, having a substantially comparable value in the aggregate, for a comparable number of employees, as second anniversary of the grant date date, in each case, regardless of any such earlier pro rata vesting and shall remain exercisable for the remainder of the full ten (based on a reasonable Black-Scholes value for stock option grants and based on the grant date fair value for whole share-based awards) as awarded by TCCC to employees providing services 10)-year term, subject to the Nordic Companies terms of the PepsiCo, Inc. 2007 Long-Term Incentive Plan or any successor plan. For the avoidance of doubt, if the Executive voluntarily resigns prior to the first anniversary of the Effective Date or the Executive is terminated by the Company as a result of Cause, no pro rata vesting of the Initial Equity Award shall occur and the entire Initial Equity Award shall be forfeited. In the event of termination of employment as a result of death or Disability, the Annual Equity Awards shall vest, be exercisable or forfeited in February 2010, accordance with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that Splitco shall have no obligation to replicate the form of award or the terms and conditions of awards previously granted by TCCC, including, without limitation, the number agreements evidencing the Awards; provided such treatment shall be no less favorable to the Executive (or his beneficiaries) than the treatment that would apply if the Executive’s employment termination was due to his voluntary resignation instead of shares to be subject to such Splitco equity-based awards and the vesting conditions and exercise death or purchase price of such Splitco equity-based awardsDisability.

Annual Equity Awards. Within thirty (i30) TCCC days after January 1, 2022, and within thirty (30) days after each subsequent January 1 during the Employment Period (the “Annual Equity Award Grant Date”), subject to such approvals as are necessary to effectuate the grants contemplated by this paragraph, and Executive’s continued employment with the Company through each applicable Annual Equity Award Grant Date, Executive shall be granted an annual equity award in the form of restricted stock units under an incentive equity plan maintained by MTI (each an “Annual Equity Award”), subject to vesting based on achievement of the applicable Key Performance Objectives as provided below. Executive also shall receive an Annual Equity Award for 2021 within five (5) days after the Effective Date (the “2021 Annual Equity Award”). Each Annual Equity Award shall have an aggregate grant date fair value based on the aggregate ninety (90)-day trailing volume weighted average price as of the January 1 coinciding with or immediately preceding the Annual Equity Award Grant Date (or, in the case of the 2021 Annual Equity Award, the grant date thereof) of One Hundred Seventy-Five Thousand Dollars ($175,000) (provided that the number of shares underlying an Annual Equity Award and all other annual equity awards issued during the same calendar year to Xxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxxx Xx, and Xxxxxxxx Xxxxx Loudiyi (or their affiliates and assigns, including, without limitation, ML&K Contractor), in the aggregate, shall not grant exceed 2.5% of the then-issued and outstanding shares of MTI’s common stock (the “Annual Limitation”), and to the extent there would be an excess, such Annual Equity Award, along with such other annual equity awards, shall be proportionately reduced so as not to exceed the Annual Limitation). In addition, Annual Equity Awards (including, but not limited to, the 2021 Annual Equity Award) shall be prorated for any equity-based awards partial fiscal year. Following the first anniversary of each Annual Equity Award Grant Date (or, in the case of the 2021 Annual Equity Award, after January 1, 2022), the MTI CEO shall determine, in good faith, subject to approval of the MTI Board or the Committee, whether Executive has achieved the Key Performance Objectives for the corresponding Annual Equity Award. An Annual Equity Award will be fully vested to the extent Executive has achieved 100% of such Key Performance Objectives. An Annual Equity Award will be partially vested (with the remainder of such Annual Equity Award forfeited) on a proportionate basis if Executive achieves at least 75%, but less than 100%, of such Key Performance Objectives. An Annual Equity Award shall be 100% forfeited if Executive fails to achieve at least 75% of such Key Performance Objectives. In addition, any Continuing Employee from unvested Annual Equity Award shall become fully vested (A) upon the date consummation of a Change of Control, provided that Executive remains in employment with the Company through the Change of Control date; and (B) upon a termination of Executive’s employment by the Company without Cause or by Executive with Good Reason. Each Annual Equity Award shall be subject to all of the terms and conditions of an incentive equity plan, an individual award agreement to be entered into by Executive and MTI, and any other ancillary agreements that Executive may be required to enter into as a condition of the award (collectively, the “Annual Equity Documents”). In the event of any conflict between any terms of this Agreement through and any terms of the Closing other than equity-based awards made (A) Annual Equity Documents, the terms of the Annual Equity Documents shall prevail, except to newly hired employees, within one year following the employee’s date of hire, that are extent otherwise expressly provided in the ordinary course of business and in accordance with TCCC and the Nordic Companies’ past practice of compensating newly hired employees or (B) with the consent of CCE, which consent shall not be unreasonably, withheld, conditioned or delayedAnnual Equity Documents. Notwithstanding the foregoing, in the event the MTI Board or the Committee determines, in its sole and absolute discretion, that as all necessary or appropriate approvals for the grant of December 16a given Annual Equity Award cannot be obtained, 2010that an Annual Equity Award will be reduced due to the Annual Limitation under the first paragraph of this clause (iv) above, or that any other circumstance makes the grant of an Annual Equity Award impracticable or inadvisable, the parties reasonably determine that the Closing shall not occur prior to March 15Company, 2011, following consultation with CCE, TCCC may make grants of equity-based awards no later than March 15, 2011 to Continuing Employees that are in accordance with past practice and guidelines with respect to annual grants made most recently in February 2010 subject to the Continuing Employees and that do not have an aggregate value as approval of the grant date (based on a reasonable Black-Scholes valuation MTI Board or grant date fair value methodologythe Committee, as applicable, to be agreed upon between CCE and TCCC) that is greater than the aggregate value as of the grant date of the aggregate annual equity awards made by TCCC in February 2010 to the Continuing Employees. (ii) To the extent that (x) the Closing occurs during the period beginning on October 15, 2010 and ending on December 15, 2010 (the “Interim Period”), and (y) CCE makes an annual grant of equity-based awards during such Interim Period to eligible CCE employees, Splitco shall make a grant of equity-based awards to the Continuing Employees immediately following the Closing Date, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that such grants shall only be made to those Continuing Employees who were eligible to receive an annual equity grant in February 2010, or would be eligible to receive an annual equity grant in February 2011; and provided, further, thatissue Executive, in no event shall lieu of such grant have an aggregate value as of the grant date (based on a reasonable Black-Scholes valuation or grant date fair value methodology, as applicable, to be agreed upon between TCCC and Splitco) that is greater than the aggregate value on the grant date of the aggregate annual equity awards made by TCCC in February 2010 to such employees. (iii) To the extent that the Closing occurs after December 15, 2010, at such time after the Closing as Splitco makes its regular annual equity awards to its employees in 2011, Splitco shall provide equity-based awards to Continuing Employees who hold a position that was Annual Equity Award (or, in the case event of a new hirereduction due to the Annual Limitation under the first paragraph of this clause (iv) above, would have been) eligible in lieu of the portion of such Annual Equity Award reduced thereunder), at the time and subject to receive an equity the grant from TCCC in 2010, having a substantially comparable value conditions set forth in the aggregatepreceding paragraph, for a comparable number cash-based award or debt note (such note to carry interest at the then-applicable federal funds rate from the later of employeesthe date on which the award vests and the date on which the award must be paid to Executive pursuant to its terms, to the date on which the note is settled), as of determined by the grant date (based on a reasonable BlackMTI Board or the Committee, with pre-Scholes tax economic value for stock option grants and based on the grant date fair value for whole share-based awards) as awarded by TCCC to employees providing services substantially equivalent to the Nordic Companies in February 2010, with such grant made in a manner consistent with TCCC’s target award levels, award ranges, and performance adjustment criteria employed in such February 2010 annual equity grant by TCCC; provided, however, that Splitco shall have no obligation to replicate the form of award or the terms and conditions of awards previously granted by TCCC, including, without limitation, the number of shares to be subject to such Splitco equitypre-based awards and the vesting conditions and exercise or purchase price tax economic value of such Splitco equity-based awardsAnnual Equity Award or portion thereof and, to the extent practicable and permitted by applicable law, on substantially the same terms, as such Annual Equity Award.