Common use of Effect of Change in Control Clause in Contracts

Effect of Change in Control. The following provisions shall apply if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if a Change in Control (as defined Notwithstanding anything to the contrary in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If 2.2 or 2.3 or the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced ifGrant Agreement, in connection with the event of a Change in Control, either the following provisions shall apply: (a) If (i) the contractual obligations represented by the Award are expressly assumed by the successor or surviving or successor entity (or its parent corporationany affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with appropriate adjustments restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing Restricted Stock Units at the time of the Change in Control and contains (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions set forth in the Plan, subject to those of this AwardSection 2.4(c). (2b) If and the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior to the extent that this Award is not continuedoccurrence of such Change in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, assumed the Restricted Stock Units or replaced in connection with Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, then all outstanding Units Sections 2.2 and 2.3 shall fully vest at or immediately prior continue to apply with respect to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Restricted Stock Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior without regard to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if (a) In the event there is a Change in Control (as defined below) and within the twelve (12) month period following such event Executive is terminated in a Without Cause Termination, or Executive elects to resign upon written notice to the Company following an event that constitutes Good Reason (as defined below), all outstanding stock options, restricted stock, restricted stock units, and any other unvested equity incentives shall become fully exercisable and vested as of the Date of such Change of Control and shall remain exercisable for their stated terms. In addition, the Company shall pay Executive upon such termination or resignation, in exchange for the Executive complying with the obligations and restriction set forth or referred to in Section 3(c)8, the severance payments and benefits due under Section eight (8)(a) occurs while Units remain outstanding above with respect to a Without Cause Termination, but such payments and benefits shall be provided for a period of twelve (12) months following termination or resignation pursuant to this AwardSection. (1b) If A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than fifty percent (50%) of the outstanding voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than fifty percent (50%) of the outstanding voting securities of the surviving or successor resulting corporation or entity (which may include shall be owned in the aggregate by the former shareholders of the Company, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation or entity which is not a wholly-owned subsidiary, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13 (d)(3) (as in effect on the date hereof) of the Securities and Exchange Act of 1934 (“Exchange Act”), or such entity’s parent corporation, continues, assumes or replaces this Award shall acquire more than fifty percent (with such adjustments as may be required or permitted by Section 17 50%) of the Planoutstanding voting securities of the Company (whether directly, indirectly, beneficially, or of record), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposespurposes hereof, this Award ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act. (c) A resignation for “Good Reason” shall be considered assumed or replaced if, in connection deemed to have occurred if the Executive resigns his employment with the Change Company after the occurrence of any of the following events, to which the Executive has not expressly consented in Control, either writing: (i) a material reduction in the contractual obligations represented by Executive’s Base Salary (other than one applicable to all senior management); (ii) a material reduction in job duties, authority, responsibilities and requirements inconsistent with the Award are expressly assumed by Executive’s position with the surviving Company and the Executive’s prior duties, authority, responsibilities, and requirements or successor entity a change in the Executive’s reporting relationship; (or its parent corporationiii) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value a relocation of the Award existing at Executive to a facility or location more than fifty (50) miles from the time address of the Change in ControlCompany’s headquarters office as of the effective date of this Agreement, or (iiiv) you have received a comparable equity-based award that preserves material breach by the intrinsic value Company of this Award existing at the time any of the Change material covenants herein. Any of the foregoing conditions described in Control and contains terms and conditions that are substantially similar to those this Section 11(c) will constitute “Good Reason” only if the Executive first delivers a notice of this Award. (2) If and termination to the extent that this Award is Company identifying such condition (or conditions) within ninety (90) days after the initial occurrence of such condition (or conditions) and such condition continues uncured for a period of thirty (30) days after the delivery of such notice of termination. Notwithstanding the foregoing, the Executive’s termination of employment will not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior be considered to be for Good Reason unless the effective time Company fails to cure such condition and such termination of employment occurs within sixty (60) days of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time expiration of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee30) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsday cure period. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(cthe Plan), the following provisions shall apply: (a) occurs while Units remain outstanding pursuant to this Award.If the successor corporation (or affiliate thereto) (1) If assumes the surviving outstanding Options and Restricted Stock Units granted hereunder or successor entity (which may include 2) replaces the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (outstanding Options and Restricted Stock Units with such adjustments as may be required or permitted by Section 17 of equity awards that preserve the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Options and Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Options and Restricted Stock Units, then the outstanding Options and Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph C.3(c) below. (2b) If the outstanding Options and to the extent that this Award is Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph C.3(a) above, then upon the Change in Control, then all (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or and shall be payable immediately prior to the effective time in accordance with their terms or, if later, as of the Change earliest permissible date under Code Section 409A and (2), notwithstanding Paragraph C.3(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in Control. The Committee may alternatively its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Options and Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that, in the case of the Restricted Stock Units, is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a Company stockholder for the number holders of Shares for which PepsiCo’s securities relating to such awards and, in the case of the outstanding Units could then be settled (orOptions, is at least equal to the excess, if no any, of the value of such consideration would be received over the Option Exercise Price for such Options. (c) If the outstanding Options and Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph C.3(a) and the Participant’s employment with the Company is terminated by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith Company for any reasons other than Cause or by the Committee) of such number of Shares immediately prior to Participant for Good Reason, in each case, within the Change in Control). Payment of any such amount may be made in such form, two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon (1) the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be payable immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph C.3, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.

Effect of Change in Control. The following Notwithstanding the vesting provisions shall apply if contained in Section 3 above, but subject to the other terms and conditions contained in this Agreement, from and after a Change in Control (as defined in Section 3(c)below) occurs while Units remain outstanding pursuant to this Award.the following provisions shall apply: (1a) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, the per share Fair Market Value of the Common Stock does not exceed the per share Option Price, then this Option, whether vested or unvested, shall immediately terminate in full and be of no further force or effect; and (iib) you have received If at the time of the Change in Control, the per share Fair Market Value of the Common Stock exceeds the Option Price, then the Committee, in its sole discretion, may: (i) provide the Optionee a comparable equity-based award that preserves reasonable amount of time (such period of time to be determined by the intrinsic value Committee in its sole discretion) to exercise the vested and unexercised portion of this Award existing Option that is outstanding at the time of the Change in Control and, if not exercised within such period, have this Option terminate in full and contains terms be of no further force or effect with respect to any unexercised portion of such Option (and conditions that are substantially similar to those the unvested portion of this Award.Option shall be forfeited); (2ii) If and provide for the termination of this Option in exchange for payment to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior Optionee of the excess of (x) the aggregate Fair Market Value of the Common Stock issuable pursuant to the effective time vested portion of the Change in Control. The Committee may alternatively provide Option that this Award shall be canceled is outstanding and unexercised at or immediately prior to the effective time of the Change in Control in exchange over (y) the aggregate Option Price for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) such vested portion of the consideration that would otherwise Option (and the unvested portion of this Option shall be received in forfeited); or (iii) if the Change in Control transaction by a involves the merger or consolidation of the Company stockholder with or into another entity, provide for the number substitution by the surviving entity or its direct or indirect parent of Shares for which outstanding Units could then be settled awards with substantially the same terms as this Option in accordance with Section 409A of the Code and Section 4(c) of the Plan. 6574120-v9\GESDMS 2 (orc) Notwithstanding the other provisions of this Section 4, if no consideration would be received a Change in Control occurs, and after giving effect thereto the Optionee’s employment is terminated by the Company’s stockholders Company or any of its Subsidiaries without Cause (as defined in Section 5 below) or the Optionee terminates his or her employment with “Good Reason” (as such term is defined below) in each case within twelve (12) months following the occurrence of such Change in Control, then any portion of the Options outstanding as of the termination of employment but not previously vested shall automatically accelerate and become vested. “Good Reason” with respect to the Optionee shall mean following a Change in Control: (A) a material reduction in the Optionee’s position or responsibilities from the Optionee’s position or responsibilities in effect immediately prior to such Change in Control, excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Optionee's base salary or target bonus opportunity, if any, as in effect immediately prior to such Change in Control, except in connection with an across-the-board reduction of Control transactionnot more than 10% applicable to similarly situated employees of the Company, or (C) the fair market value (as determined in good faith by reassignment, without the Committee) Optionee's consent, of such number the Optionee’s place of Shares work to a location more than 50 miles from the Optionee's place of work immediately prior to the Change in Control; provided that none of the events described in clauses (A). Payment , (B) and (C) shall constitute Good Reason hereunder unless (x) the Optionee shall have given written notice to the Company of the Optionee’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such amount may be made in event and (y) the Company shall have failed to remedy such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to event within thirty (30) days of the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting receipt of such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsnotice. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if (a) In the event there is a Change in Control (as defined below) and in connection with such event or within the twelve (12) month period following such event Executive is terminated in a Without Cause Termination, or Executive elects to resign upon written notice to the Company following an event that constitutes Good Reason (as defined below), all outstanding stock options, restricted stock, restricted stock units, and any other unvested equity incentives shall become fully exercisable and vested as of the effective date of such termination or resignation and shall remain exercisable for their full stated terms. In addition, the Company shall pay Executive upon such termination or resignation, in exchange for the Executive complying with the obligations and restriction set forth or referred to in Section 3(c)8, the severance payments and benefits due under Section eight (8)(a) occurs while Units remain outstanding above with respect to a Without Cause Termination, but such payments and benefits shall be provided for a period of twelve (12) months following termination or resignation pursuant to this AwardSection. (1b) If A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than fifty percent (50%) of the outstanding voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than fifty percent (50%) of the outstanding voting securities of the surviving or successor resulting corporation or entity (which may include shall be owned in the aggregate by the former shareholders of the Company, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation or entity which is not a wholly-owned subsidiary, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13 (d)(3) (as in effect on the date hereof) of the Securities and Exchange Act of 1934 (“Exchange Act”), or such entity’s parent corporation, continues, assumes or replaces this Award shall acquire more than fifty percent (with such adjustments as may be required or permitted by Section 17 50%) of the Planoutstanding voting securities of the Company (whether directly, indirectly, beneficially, or of record), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposespurposes hereof, this Award ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act. (c) A resignation for “Good Reason” shall be deemed to have occurred if the Executive resigns his employment with the Company after the occurrence of any of the following events, to which the Executive has not expressly consented in writing: (i) a material reduction in the Executive’s Base Salary (other than one applicable to all senior management); (ii) a material reduction in job duties, authority, responsibilities and requirements inconsistent with the Executive’s position with the Company and the Executive’s prior duties, authority, responsibilities, and requirements or a change in the Executive’s reporting relationship; (iii) a relocation of the Executive to a facility or location more than fifty (50) miles from the address of the Company’s headquarters office as of the effective date of this Agreement, or (iv) material breach by the Company of any of the material covenants herein. Any of the foregoing conditions described in this Section 11(c) will constitute “Good Reason” only if the Executive first delivers a notice of termination to the Company identifying such condition (or conditions) within ninety (90) days after the initial occurrence of such condition (or conditions) and such condition continues uncured for a period of thirty (30) days after the delivery of such notice of termination. Notwithstanding the foregoing, the Executive’s termination of employment will not be considered assumed to be for Good Reason unless the Company fails to cure such condition and such termination of employment occurs within sixty (60) days of the expiration of the Company’s (30) day cure period. (d) Notwithstanding anything to the contrary in Section 11, if payment of all severance payments and benefits under Section 11(a) above (the “CIC Severance Benefits”) would, together with any other payments and benefits payable to or replaced if, for the benefit of the Executive in connection with the Change in ControlControl (together with the CIC Severance Benefits,” the “CIC Benefits”), either subject the Executive to tax under Code Section 4999, and if a reduction in the amount of the CIC Severance Benefits would result in the amount of the CIC Benefits, net of all federal and state income taxes on the CIC Benefits (icalculated at the highest marginal rates) and any taxes on the contractual obligations represented by CIC Benefits under Code Section 4999 (such amount, the Award are expressly assumed by “Net After-Tax Receipts”), being equal to or greater than the surviving or successor entity (or its parent corporation) with appropriate adjustments Net After-Tax Receipts that would result from payment of the CIC Severance Benefits without reduction, then the aggregate amount of the CIC Severance Benefits shall be reduced to the number and type of securities subject smallest amount that results in the Net After-Tax Receipts being equal to or greater than the Award Net After-Tax Receipts that preserves would result if the intrinsic value of CIC Severance Benefits were reduced to any other amount. Any such reduction shall be implemented first by reducing the Award existing at period during which the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar Executive continues to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Controlreceive his Base Salary, then all outstanding Units shall fully vest at or immediately prior to by reducing the effective time amount of any other CIC Severance Benefits payable in cash, and only thereafter by reducing the Change period during which other benefits and perquisites are provided. Unless the Company and the Executive otherwise agree in Control. The Committee may alternatively provide that writing, any determination required under this Award shall Section 11(d) will be canceled at or immediately prior to the effective time of the Change made in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received writing by the Company’s stockholders in independent public accountants or such other person or entity to which the Change parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon the Executive and the Company. For purposes of Control transactionmaking the calculations required by this Section 11(d), the fair market value (as determined in Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith by interpretations concerning the Committee) application of such number Sections 280G and 4999 of Shares immediately prior the Code. The Company and the Executive will furnish to the Change in Control). Payment of any Firm such amount may be made in such form, on such terms information and subject to such conditions documents as the Committee determines Firm may reasonably request in its discretion, which order to make a determination under this Section. The Company will bear all costs the Firm may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders incur in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsany calculations contemplated by this Section 11(d). (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The Notwithstanding anything to the contrary in Sections 3.1 through 3.4 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award.apply: (1a) If (i) the successor or surviving or successor entity (which may include or any affiliate thereto) assumes the CompanyOption (or permits the Option to remain outstanding) or replaces the Option with an option to acquire stock in such successor or surviving entity (or any affiliate thereto) (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) satisfies the requirements set forth in U.S. Treasury Regulation section 1.409A-1(b)(5)(v)(D), the Option or such entity’s parent corporation, continues, assumes or replaces this Substitute Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its termstheir respective terms and the provisions set forth in the Plan, including subject to Section 3(b)(33.5(c). (b) below. For these purposesIf the successor or surviving entity (or any affiliate thereto) does not assume or replace the Option (or permit the Option to remain outstanding) as provided in Section 3.5(a), this Award the Option shall be considered assumed or replaced if, become fully vested and exercisable immediately prior to the occurrence of such Change in connection with Control and shall remain outstanding until the Change in Control, either subject to the Administrator’s discretion to take any action with respect to the Option permitted under Section 14.2 of the Plan. (ic) If the contractual obligations represented by the Award are expressly assumed by the successor or surviving or successor entity (or its parent corporationany affiliate thereto) with appropriate adjustments assumes or replaces the Option (or permits the Option to remain outstanding) as provided in Section 3.5(a) and Participant experiences a Qualifying Termination, the Option or Substitute Award, as applicable, shall become fully vested and exercisable immediately prior to the number date of such termination and type shall remain outstanding and exercisable until the date set forth in Section 3.4(a). For the avoidance of securities subject to doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the Award that preserves 24-month period commencing on the intrinsic value date of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units Sections 3.1 through 3.4 shall fully vest at or immediately prior continue to apply with respect to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior Option without regard to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if a Change in Control (as defined in Notwithstanding any of Section 3(c)3.1(a) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (iib) you have received a comparable equity-based award that preserves above, upon the intrinsic value earlier occurrence of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at so long as the Optionee remains employed with the Company or immediately prior to any Service Recipient through the effective time date of the such Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time : (i) any then unvested portion of the Change in Control in exchange for a payment Time Option shall become immediately vested and exercisable as to you in an amount equal to the fair market value (as determined in good faith by the Committee) 100% of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number shares of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of Common Stock subject to such number of Shares Option immediately prior to the Change in Control). Payment ; and (ii) any then unvested portion of any such amount may be made in such form, on such terms the Performance Option shall become immediately vested and exercisable as to 100% of the shares of Common Stock subject to such conditions Option immediately prior to a Change in Control only if such Change in Control is a Realization Event upon which the Sponsors achieve a Sponsor MOIC (including a Sponsor MOIC that is implied by a Sponsor IRR, as applicable) that is equal to or greater than the Ceiling Vesting Target; provided, further, that in the event the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments discretion pursuant to the Companyterms of Section 9(b)(i) of the Plan that the Performance Option shall be canceled in a Stock Change in Control that occurs prior to the fifth anniversary of the Closing Date, the value of the consideration to be determined by the Committee for purposes of this Section 3.1(c)(ii) and Section 9(b)(i) of the Plan shall include the Stock Consideration Value; and (iii) notwithstanding anything else in this Agreement, in the event that Optionee’s stockholders employment is terminated without Cause by the Company or for Good Reason by the Optionee following a Stock Change in connection with Control that occurs prior to the fifth anniversary of the Closing Date, then on the date of such termination, any then unvested portion of the Performance Option (including any Option into which the Performance Option may be converted in the Stock Change in Control) still outstanding, if any, shall become immediately vested and exercisable as to 100% of the shares of Common Stock subject to such Option if, as of the date of the Stock Change in Control, and may, in the Committee’s discretion, include subjecting Stock Consideration Value had as of such payments to escrow or holdback terms comparable to those imposed upon date been taken into account as cash for purposes of determining whether the Company’s stockholders under the Change in Control, or calculating and paying the present value provision of payments that would otherwise be subject to escrow or holdback termsSection 3.1(c)(ii) above should have applied. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if (a) Notwithstanding any other provision of the Plan to the contrary, and except as may be otherwise provided in an agreement between the Participant and the Corporation or required under Code Section 409A, related regulations or other guidance, in the event of a Change in Control (as defined in Section 3(c4(c) herein)) occurs while Units remain , the Option, if outstanding pursuant to this Awardas of the date of such Change in Control, shall become fully exercisable, whether or not then otherwise exercisable. (1b) If Notwithstanding the foregoing, in the event of a merger, share exchange, reorganization, sale of all or substantially all of the assets of the Corporation or other similar transaction or event affecting the Corporation or its shareholders or an Affiliate, the Administrator may, in its sole and absolute discretion, determine that the Option shall not become exercisable on an accelerated basis, if the Corporation or the surviving or successor entity (which may include the Company), or such entity’s parent acquiring corporation, continuesas the case may be, assumes shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or replaces this Award the grant of substitute awards (in either case, with such adjustments substantially similar terms or equivalent economic benefits as may be required or permitted by Section 17 of Awards granted under the Plan), this Award as the Administrator determines to be equitable or its replacement shall remain outstanding appropriate to protect the rights and be governed by its terms, including Section 3(b)(3) belowinterests of the Participant. For these purposesthe purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Award Section 4(b), the Committee shall be considered assumed appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the merger, share exchange, reorganization or replaced ifother transaction or event affecting the Corporation, its shareholders or an Affiliate. (c) For the purposes herein, except as may be otherwise required in connection order to comply with the Code Section 409A, a “Change in Control, either ” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the contractual obligations represented by the Award are expressly assumed by the surviving beneficial owner of, or successor entity shall have obtained voting control over, fifty percent (50%) or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value more of the Award existing at the time outstanding Common Stock of the Change in Control, or Corporation; (ii) you have received a comparable equity-based award that preserves The date the intrinsic value of this Award existing at the time shareholders of the Change Corporation approve a definitive agreement (A) to merge or consolidate the Corporation with or into another corporation or other business entity (each, a “corporation”), in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to which the extent that this Award Corporation is not continuedthe continuing or surviving corporation or pursuant to which any shares of Common Stock of the Corporation would be converted into cash, assumed securities or replaced other property of another corporation, in connection with each case other than a Change merger or consolidation of the Corporation in Control, then all outstanding Units shall fully vest at or which the holders of Common Stock immediately prior to the effective time merger or consolidation continue to own immediately after the merger or consolidation at least fifty percent (50%) of the Common Stock, or, if the Corporation is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; provided, however, that if consummation of such merger or consolidation is subject to the approval of federal, state or other regulatory authorities, then, unless the Administrator determines otherwise, a “Change in Control. ” shall not be deemed to occur until the later of the date of shareholder approval of such merger or consolidation or the date of final regulatory approval of such merger or consolidation; or (B) to sell or otherwise dispose of all or substantially all the assets of the Corporation; or (iii) The Committee may alternatively provide that this Award date there shall have been a change in a majority of the Board of Directors of the Corporation within a 12-month period unless the nomination for election by the Corporation’s shareholders of each new Director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the beginning of the 12-month period. (d) Notwithstanding the foregoing, a Change in Control shall not be canceled at or deemed to have occurred in the event the Corporation forms a holding company as a result of which the holders of the Corporation’s voting securities immediately prior to the effective time of transaction hold, in approximately the Change in Control in exchange for a payment to you in an amount equal to the fair market value (same relative proportions as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately they held prior to the Change in Control). Payment transaction, substantially all of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be voting securities of a holding company owning all of the same as the form, terms and conditions applicable to payments to the CompanyCorporation’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months voting securities after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in fullcompletion of the transaction.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(cthe Plan), the following provisions shall apply: (a) occurs while Units remain outstanding pursuant to this Award.If the successor corporation (or affiliate thereto) (1) If assumes the surviving outstanding Options and Restricted Stock Units granted hereunder or successor entity (which may include 2) replaces the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (outstanding Options and Restricted Stock Units with such adjustments as may be required or permitted by Section 17 of equity awards that preserve the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Options and Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule and performance targets, as applicable, that are the same or more favorable to the Participant than the vesting schedule and performance targets applicable to such Options and Restricted Stock Units, then the outstanding Options and Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph C.3(c) below. (2b) If the outstanding Options and to the extent that this Award is Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph C.3(a) above, then upon the Change in Control, then all (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or immediately prior to the effective time and shall be payable, as if 100% of the Change performance targets have been achieved, immediately in Control. The Committee may alternatively accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A and (2), notwithstanding Paragraph C.3(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Options and Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that, in the case of the Restricted Stock Units, is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a Company stockholder for the number holders of Shares for which PepsiCo’s securities relating to such awards and, in the case of the outstanding Units could then be settled (orOptions, is at least equal to the excess, if no any, of the value of such consideration would be received over the Option Exercise Price for such Options. (c) If the outstanding Options and Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph C.3(a) and the Participant’s employment with the Company is terminated by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith Company for any reasons other than Cause or by the Committee) of such number of Shares immediately prior to Participant for Good Reason, in each case, within the Change in Control). Payment of any such amount may be made in such form, two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon (1) the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be payable, as if 100% of the performance targets have been achieved, immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph C.3, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.

Effect of Change in Control. The Notwithstanding anything to the contrary in Sections 3.1 through 3.4 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award.apply: (1a) If (i) the successor or surviving or successor entity (which may include or any affiliate thereto) assumes the CompanyOption (or permits the Option to remain outstanding) or replaces the Option with an option to acquire stock in such successor or surviving entity (or any affiliate thereto) (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) satisfies the requirements set forth in U.S. Treasury Regulation section 1.409A-1(b)(5)(v)(D), the Option or such entity’s parent corporation, continues, assumes or replaces this Substitute Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its termstheir respective terms and the provisions set forth in the Plan, including subject to Section 3(b)(33.5(c). (b) below. For these purposesIf the successor or surviving entity (or any affiliate thereto) does not assume or replace the Option (or permit the Option to remain outstanding) as provided in Section 3.5(a), this Award the Option shall be considered assumed or replaced if, become fully vested and exercisable immediately prior to the occurrence of such Change in connection with Control and shall remain outstanding until the Change in Control, either subject to the Administrator’s discretion to take any action with respect to the Option permitted under Section 14.2 of the Plan. (ic) If the contractual obligations represented by the Award are expressly assumed by the successor or surviving or successor entity (or its parent corporationany affiliate thereto) with appropriate adjustments assumes or replaces the Option (or permits the Option to remain outstanding) as provided in Section 3.5(a) and Participant experiences a Qualifying Termination, the Option or Substitute Award, as applicable, shall become fully vested and exercisable immediately prior to the number date of such termination and type shall remain outstanding and exercisable until the date set forth in Section 3.4(a). For the avoidance of securities subject to doubt, if Participant incurs a Termination of B-4 Employment for any reason other than a Qualifying Termination during the Award that preserves 24-month period commencing on the intrinsic value date of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units Sections 3.1 through 3.4 shall fully vest at or immediately prior continue to apply with respect to the effective time of Option without regard to the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsIV. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement the following provisions shall remain outstanding and be governed by its terms, including Section 3(b)(3apply: (a) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with If the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity corporation (or its parent corporationaffiliate thereto) (1) assumes the outstanding Restricted Stock Units granted hereunder or (2) replaces the outstanding Restricted Stock Units with appropriate adjustments to equity awards that preserve the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Restricted Stock Units, then the outstanding Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph 8(c) below. (2b) If and to the extent that this Award is outstanding Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph 8(a) above, then upon the Change in Control, then all (1) the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or and shall be payable immediately prior to the effective time in accordance with their terms or, if later, as of the Change earliest permissible date under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (2), notwithstanding Paragraph 8(b) (1) but after taking into account the accelerated vesting set forth therein, the Board may, in Control. The Committee may alternatively its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Companyholders of PepsiCo’s stockholders securities relating to such awards. (c) If the outstanding Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph 8(a) and the Change of Control transaction, Participant’s employment with the fair market value (as determined in good faith Company is terminated by the Committee) of such number of Shares immediately prior to Company for any reasons other than Cause or by the Change Participant for Good Reason, in Control). Payment of any such amount may be made in such formeach case, within the two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be payable immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph 8, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement the following provisions shall remain outstanding and be governed by its terms, including Section 3(b)(3apply: (a) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with If the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity corporation (or its parent corporationaffiliate thereto) (1) assumes the outstanding Restricted Stock Units granted hereunder or (2) replaces the outstanding Restricted Stock Units with appropriate adjustments to equity awards that preserve the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Restricted Stock Units, then the outstanding Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph 8(c) below. (2b) If and to the extent that this Award is outstanding Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph 8(a) above, then upon the Change in Control, then all (1) the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or and shall be payable immediately prior to the effective time in accordance with their terms or, if later, as of the Change earliest permissible date under Code Section 409A and (2), notwithstanding Paragraph 8(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in Control. The Committee may alternatively its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Companyholders of PepsiCo’s stockholders securities relating to such awards. (c) If the outstanding Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph 8(a) and the Change of Control transaction, Participant’s employment with the fair market value (as determined in good faith Company is terminated by the Committee) of such number of Shares immediately prior to Company for any reasons other than Cause or by the Change Participant for Good Reason, in Control). Payment of any such amount may be made in such formeach case, within the two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be payable immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph 8, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.

Effect of Change in Control. The following provisions shall apply if (a) Except as may be otherwise provided under the Plan or this Agreement, and subject to any requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable bank regulatory approvals or restrictions, in the event of a Change in of Control (as defined in Section 3(c4(c) herein)) occurs while Units remain , the Option, if outstanding pursuant to this Awardas of the date of such Change of Control, shall become fully vested and exercisable, whether or not then otherwise vested and exercisable. (1b) If Notwithstanding the foregoing, in the event that a Change in Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or successor entity (which may include the Company), or such entity’s parent acquiring corporation, continuesas the case may be, assumes shall have taken such action, including but not limited to the assumption of options granted under the Plan or replaces this Award the grant of substitute awards (in either case, with such adjustments substantially similar terms or equivalent economic benefits as may be required or permitted by Section 17 of awards granted under the Plan), this Award as in the opinion of the Administrator is equitable or its replacement shall remain outstanding appropriate to protect the rights and interest of participants under the Plan. (c) For the purposes herein, except as may be governed by its termsotherwise required in order to comply with Section 409A of the Code, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the a “Change in Control, either ” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the contractual obligations represented by beneficial owner of, or shall have obtained voting control over, 50% or more of the Award are expressly assumed by outstanding Common Stock of the Corporation; (ii) The date the shareholders of the Corporation approve a definitive agreement (A) to merge or consolidate the Corporation with or into another corporation or other business entity (each, a “corporation”), in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of Common Stock of the Corporation would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of the Corporation in which the holders of Common Stock immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the Common Stock, or, if the Corporation is not the surviving or successor entity corporation, the common stock (or its parent other voting securities) of the surviving corporation) with appropriate adjustments to the number and type ; provided, however, that if consummation of securities such merger or consolidation is subject to the Award that preserves approval of federal, state or other regulatory authorities or other approvals, then, unless the intrinsic value of the Award existing at the time of the Administrator determines otherwise, a “Change in Control, ” shall not be deemed to occur until the later of the date of shareholder approval of such merger or consolidation or the date of final regulatory or other approvals of such merger or consolidation; or (iiB) you to sell or otherwise dispose of all or substantially all the assets of the Corporation; or (iii) The date there shall have received been a comparable equitychange in a majority of the Board of Directors of the Corporation within a 12-based award that preserves month period unless the intrinsic value nomination for election by the Corporation’s shareholders of this Award existing each new Director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the time beginning of the 12-month period. (iv) Notwithstanding the preceding provisions of Section 4(c) herein, in no event will a firm commitment underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act constitute a Change in Control. (d) The Administrator shall have full and final authority, in its discretion, to determine whether a Change in Control of the Corporation has occurred, the date of the occurrence of such Change in Control and contains terms and conditions that are substantially similar to those of this Awardany incidental matters relating thereto. (2e) If and to For the extent that this Award purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is not continued, assumed defined in Section 13(d)(3) or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the CommitteeSection 14(d)(2) of the consideration that would otherwise be received in Securities Exchange Act of 1934, as amended (the Change in Control transaction by “Exchange Act”), other than the Corporation, a Company stockholder for subsidiary of the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received Corporation or any employee benefit plan(s) sponsored or maintained by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of Corporation or any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Controlsubsidiary thereof, and may, the term “beneficial owner” shall have the meaning given the term in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders Rule 13d-3 under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsExchange Act. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The Notwithstanding anything set forth in Section 2(a) above, in the event of a Change in Control, the following provisions rules shall apply with respect to the RSUs granted hereunder in lieu of the provisions of Section 2(a) above: (i) Unless otherwise determined by the Committee, if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant prior to this Award. (1) If a Vesting Date and the surviving or successor entity (which may include Employee remains employed with the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award Company or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with Subsidiaries following the completion of such Change in Control, either then this Restricted Stock Unit Award shall be converted into a right to receive a cash payment equal to the sum of (ix) the contractual obligations represented by product of (1) the Award are expressly assumed by number of RSUs outstanding that have not been settled in Shares pursuant to Section 2(a)(ii) and (2) the surviving or successor entity CIC Per Share Price (or its parent corporationsuch product, the “CIC Cash Value”) with appropriate adjustments and (y) an amount equal to the number and type interest on the CIC Cash Value at a rate equal to LIBOR plus 2.0% per annum, computed on the basis of securities subject to a year of 364 days, calculated daily for each day following the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time closing date of the Change in Control transaction through the date immediately preceding the date on which such cash payment becomes vested (the sum of clauses (x) and contains terms and conditions that are substantially similar (y), the “CIC Settlement Amount”). Subject to those the provisions of this Section 2(b)(ii) below, the CIC Settlement Amount shall vest in accordance with the vesting schedule applicable to the Restricted Stock Unit Award, as described in Section 2(a)(i) hereof, so long as the Employee remains employed with the Company, any subsidiary or successor or acquirer thereof (or any of its affiliates) in the Change in Control through each applicable Vesting Date. The vested portion of the CIC Settlement Amount shall be paid to the Employee within ten (10) business days following each applicable Vesting Date. (2ii) If and Notwithstanding anything in this Agreement to the extent that this Award contrary, if the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or by the Employee for Good Reason during the twenty-four (24) month period following a Change in Control (each, a “Qualifying Termination”) (and prior to a Vesting Date), the Employee shall immediately vest in the remaining unvested CIC Settlement Amount, and the portion of the CIC Settlement Amount not continuedpreviously paid pursuant to Section 2(b)(i) shall be paid to the Employee within ten (10) business days following such termination date. In the event that, assumed or replaced in connection with pursuant to Section 2(b)(i) above, the Committee determines that, upon a Change in Control, then all the Restricted Stock Unit Award shall remain outstanding Units shall fully vest at as the right to receive Shares or immediately prior be converted into a right to the effective time receive shares of the Change in Control. The Committee may alternatively provide that this Award shall successor corporation or an affiliate, then, upon a Qualifying Termination, the Employee’s restricted stock units outstanding on such date will be canceled at or immediately prior to the effective time of the Change in Control cancelled in exchange for a cash payment to you in an amount equal to the product of (x) the total number of shares of common stock underlying such outstanding restricted stock units not previously settled in shares and (y) the per share fair market value (as determined in good faith by of such common stock on the Committee) date of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsQualifying Termination. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(cthe Plan), the following provisions shall apply: (a) occurs while Units remain outstanding pursuant to this Award.If the successor corporation (or affiliate thereto) (1) If assumes the surviving outstanding Options and Restricted Stock Units granted hereunder or successor entity (which may include 2) replaces the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (outstanding Options and Restricted Stock Units with such adjustments as may be required or permitted by Section 17 of equity awards that preserve the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Options and Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule and performance targets, as applicable, that are the same or more favorable to the Participant than the vesting schedule and performance targets applicable to such Options and Restricted Stock Units, then the outstanding Options and Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph D.2(c) below. (2b) If the outstanding Options and to the extent that this Award is Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph D.2(a) above, then upon the Change in Control, then all (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or immediately prior to the effective time and shall be paid, as if 100% of the Change performance targets have been achieved, immediately in Control. The Committee may alternatively accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A and (2), notwithstanding Paragraph D.2(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Options and Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that, in the case of the Restricted Stock Units, is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a Company stockholder for the number holders of Shares for which PepsiCo’s securities relating to such awards and, in the case of the outstanding Units could then be settled (orOptions, is at least equal to the excess, if no any, of the value of such consideration would be received over the Option Exercise Price for such Options. (c) If the outstanding Options and Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph D.2(a) and the Participant’s employment with the Company (or if applicable, a successor corporation) is terminated by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith Company or such successor for any reasons other than Cause or by the Committee) of such number of Shares immediately prior to Participant for Good Reason, in each case, within the Change in Control). Payment of any such amount may be made in such form, two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon (1) the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be paid, as if 100% of the performance targets have been achieved, immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph D.2, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.

Effect of Change in Control. The following provisions shall apply if Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in the event of a Change in Control (as defined in Section 3(c)) that occurs while Units remain outstanding pursuant prior to this Award.the Certification Date, the following provisions shall apply: (1a) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the successor or surviving or successor entity (or its parent corporationany affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with appropriate adjustments restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing Restricted Stock Units at the time of the Change in Control and contains (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions set forth in the Plan, subject to those of this AwardSections 2.4(c) and (d). (2b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant remains continuously employed as of immediately prior to the extent that this Award is not continued, assumed or replaced in connection with a such Change in Control, then all outstanding the Restricted Stock Units shall fully vest at or immediately prior to the effective time in full as of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3c) If and the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to the extent that this Award is continued, assumed or replaced under the circumstances described remain outstanding) as provided in Section 3(b)(1), 2.4(a) and if Participant experiences a Qualifying Termination or a Termination of Employment by reason of Participant’s death or permanent and total disability (within 12 months after the Change in Control you experience an Employment Termination Event (as defined in meaning of Code Section 3(d22(e)(3)), in any case, prior to or on December 31, 2016, then this Award and any outstanding the Restricted Stock Units shall immediately vest in fullfull as of the termination date. (d) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination or a Termination of Employment by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), in any case, following December 31, 2016 but prior to the Certification Date, the Restricted Stock Units shall remain outstanding and eligible to vest on the Certification Date based on the achievement of the Performance Goals in accordance with the Grant Agreement and Section 2.2.

Effect of Change in Control. The Notwithstanding anything to the contrary in Sections 3.1 through 3.4 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award.apply: (1a) If (i) the successor or surviving or successor entity (which may include or any affiliate thereto) assumes the CompanyOption (or permits the Option to remain outstanding) or replaces the Option with an option to acquire stock in such successor or surviving entity (or any affiliate thereto) (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) satisfies the requirements set forth in U.S. Treasury Regulation section 1.409A-1(b)(5)(v)(D), the Option or such entity’s parent corporation, continues, assumes or replaces this Substitute Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its termstheir respective terms and the provisions set forth in the Plan, including subject to Section 3(b)(33.5(c). (b) below. For these purposesIf the successor or surviving entity (or any affiliate thereto) does not assume or replace the Option (or permit the Option to remain outstanding) as provided in Section 3.5(a), this Award the Option shall be considered assumed or replaced if, become fully vested and exercisable immediately prior to the occurrence of such Change in connection with Control and shall remain outstanding until the Change in Control, either subject to the Administrator’s discretion to take any action with respect to the Option permitted under Section 14.2 of the Plan. (ic) If the contractual obligations represented by the Award are expressly assumed by the successor or surviving or successor entity (or its parent corporationany affiliate thereto) with appropriate adjustments assumes or replaces the Option (or permits the Option to remain outstanding) as provided in Section 3.5(a) and Participant experiences a Qualifying Termination, the Option or Substitute Award, as applicable, shall become fully vested and exercisable immediately prior to the number date of such termination and type shall remain outstanding and exercisable until the date set forth in Section 3.4(a). For the avoidance of securities subject to doubt, if Participant incurs a Termination of A-4 Employment for any reason other than a Qualifying Termination during the Award that preserves 24-month period commencing on the intrinsic value date of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units Sections 3.1 through 3.4 shall fully vest at or immediately prior continue to apply with respect to the effective time of Option without regard to the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsIV. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement the following provisions shall remain outstanding and be governed by its terms, including Section 3(b)(3apply: (a) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with If the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity corporation (or its parent corporationaffiliate thereto) (1) assumes the outstanding Restricted Stock Units granted hereunder or (2) replaces the outstanding Restricted Stock Units with appropriate adjustments to equity awards that preserve the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Restricted Stock Units, then the outstanding Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph C.2(c) below. (2b) If and to the extent that this Award is outstanding Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph C.2(a) above, then upon the Change in Control, then all (1) the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or and shall be paid immediately prior to the effective time in accordance with their terms or, if later, as of the Change earliest permissible date under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (2), notwithstanding Paragraph C.2(b) (1) but after taking into account the accelerated vesting set forth therein, the Board may, in Control. The Committee may alternatively its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a the holders of PepsiCo’s securities relating to such awards. (c) If the outstanding Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph C.2(a) and the Participant’s employment with the Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received applicable, a successor corporation) is terminated by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith Company or such successor for any reasons other than Cause or by the Committee) of such number of Shares immediately prior to Participant for Good Reason, in each case, within the Change in Control). Payment of any such amount may be made in such form, two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be paid immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph C.2, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.

Effect of Change in Control. The following provisions shall apply if (a) Except as may be otherwise provided under the Plan or this Agreement, and subject to any requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable bank regulatory approvals or restrictions, in the event of a Change in of Control (as defined in Section 3(c4(c) herein)) occurs while Units remain , the Option, if outstanding pursuant to this Awardas of the date of such Change of Control, shall become fully vested and exercisable, whether or not then otherwise vested and exercisable. (1b) If Notwithstanding the foregoing, in the event that a Change in Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or successor entity (which may include the Company), or such entity’s parent acquiring corporation, continuesas the case may be, assumes shall have taken such action, including but not limited to the assumption of options granted under the Plan or replaces this Award the grant of substitute awards (in either case, with such adjustments substantially similar terms or equivalent economic benefits as may be required or permitted by Section 17 of awards granted under the Plan), this Award as in the opinion of the Administrator is equitable or its replacement shall remain outstanding appropriate to protect the rights and interest of participants under the Plan. (c) For the purposes herein, except as may be governed by its termsotherwise required in order to comply with Section 409A of the Code, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the a “Change in Control, either ” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the contractual obligations represented by beneficial owner of, or shall have obtained voting control over, 50% or more of the Award are expressly assumed by outstanding Common Stock of the Corporation; (ii) The date the shareholders of the Corporation approve a definitive agreement (A) to merge or consolidate the Corporation with or into another corporation or other business entity (each, a “corporation”), in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of Common Stock of the Corporation would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of the Corporation in which the holders of Common Stock immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the Common Stock, or, if the Corporation is not the surviving or successor entity corporation, the common stock (or its parent other voting securities) of the surviving corporation) with appropriate adjustments to the number and type ; provided, however, that if consummation of securities such merger or consolidation is subject to the Award that preserves approval of federal, state or other regulatory authorities or other approvals, then, unless the intrinsic value of the Award existing at the time of the Administrator determines otherwise, a “Change in Control, ” shall not be deemed to occur until the later of the date of shareholder approval of such merger or consolidation or the date of final regulatory or other approvals of such merger or consolidation; or (iiB) you to sell or otherwise dispose of all or substantially all the assets of the Corporation; or (iii) The date there shall have received been a comparable equitychange in a majority of the Board of Directors of the Corporation within a 12-based award that preserves month period unless the intrinsic value nomination for election by the Corporation’s shareholders of this Award existing each new Director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the time beginning of the 12-month period. (iv) Notwithstanding the preceding provisions of Section 4(c) herein, in no event will a firm commitment underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), constitute a Change in Control. (d) The Administrator shall have full and final authority, in its discretion, to determine whether a Change in Control of the Corporation has occurred, the date of the occurrence of such Change in Control and contains terms and conditions that are substantially similar to those of this Awardany incidental matters relating thereto. (2e) If and to For the extent that this Award purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is not continued, assumed defined in Section 13(d)(3) or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the CommitteeSection 14(d)(2) of the consideration that would otherwise be received in Securities Exchange Act of 1934, as amended (the Change in Control transaction by “Exchange Act”), other than the Corporation, a Company stockholder for subsidiary of the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received Corporation or any employee benefit plan(s) sponsored or maintained by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of Corporation or any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Controlsubsidiary thereof, and may, the term “beneficial owner” shall have the meaning given the term in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders Rule 13d-3 under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsExchange Act. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The 15.1 Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In the event of a Participant’s termination of Continuous Service without Cause or for Good Reason during the 24-month period following provisions shall apply if a Change in Control (Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Awardof the date of the Participant’s termination of Continuous Service. (1b) If With respect to Performance Share Awards and Cash Awards, in the surviving event of a Participant’s termination of Continuous Service without Cause or successor entity for Good Reason, in either case, within 24 months following a Change in Control, all Performance Goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met as of the date of the Participant’s termination of Continuous Service. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may include in its discretion and upon at least 10 days’ advance notice to the Company)affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such entity’s parent corporation, continues, assumes Awards based upon the price per share of Common Stock received or replaces this Award (with such adjustments as may to be required or permitted received by Section 17 other shareholders of the Plan), this Award Company in the event. In the case of any Option or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) below. For these purposes, this Award shall be considered assumed that equals or replaced if, exceeds the price paid for a share of Common Stock in connection with the Change in Control, either (i) the contractual Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at Company under the time Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Change in ControlCompany, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time upon any successor corporation or organization succeeding to all or substantially all of the Change in Control assets and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding Units shall fully vest at or immediately prior to the effective time business of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for Company and its Affiliates, taken as a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termswhole. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if Upon the occurrence of a “Change in Control (Control,” as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company9(b), or such entity’s parent corporationany restrictions, continuesdeferral of settlement, assumes or replaces this and forfeiture conditions applicable to an Award (with such adjustments shall not lapse, and any performance goals and conditions applicable to an Award shall not be deemed to have been met, as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with time of the Change in Control, unless either (i) the contractual obligations represented by Company is the surviving entity in the Change in Control and the Award are expressly assumed by does not continue to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control, or (ii) the successor company does not assume or substitute for the applicable Award, as determined in accordance with Section 10(c)(ii) hereof. Upon the occurrence of a “Change in Control,” as defined in Section 9(b), if either (i) the Company is the surviving or successor entity (or its parent corporation) with appropriate adjustments in the Change in Control and the Award does not continue to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the number Change in Control, or (ii) the successor company does not assume or substitute for the applicable Award, as determined in accordance with Section 10(c)(ii) hereof, the applicable Award Agreement may provide that any restrictions, deferral of settlement, and type forfeiture conditions applicable to an Award shall lapse, and any performance goals and conditions applicable to an Award shall be deemed to have been met, as of securities subject the time of the Change in Control. If the Award continues to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control, or the successor company assumes or substitutes for the applicable Award, as determined in accordance with Section 10(c)(ii) hereof, the applicable Award Agreement may provide that preserves the intrinsic value of the with respect to each Award existing held by such Participant at the time of the Change in Control, in the event a Participant’s employment is terminated without Cause by the Company or (ii) you have received a comparable equity-based award that preserves any Related Entity or by such successor company or by the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Participant for Good Reason within 24 months following such Change in Control, then all outstanding Units shall fully vest at or immediately prior any restrictions, deferral of settlement, and forfeiture conditions applicable to the effective time of the Change in Control. The Committee may alternatively provide that this each such Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (orlapse, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of and any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms performance goals and conditions applicable to payments each such Award shall be deemed to have been met, as of the Companydate on which the Participant’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsemployment is terminated. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if a Change in Control (as defined in Section 3(c3(d)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(33(c)(3) below; provided, however, that this Award shall be deemed achieved as to the Units for any Measurement Period for which the Committee has not yet certified the performance results, without regard to satisfaction of the performance goals set forth on Exhibit A, and such Units shall be the “Achieved Units” and such Achieved Units shall vest on the last day of the Measurement Period. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding the number of Units set forth on the first page of this Performance Stock Unit Award Agreement shall fully vest (to the extent not already vested) at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(13(c)(1), the Award and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d3(e)), then this Award and any outstanding the number of Units set forth on the first page of this Performance Stock Unit Award Agreement shall immediately vest in full(to the extent not already vested).

Effect of Change in Control. The following provisions shall apply if a Change in Control (as defined in Section 3(c3(d)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(33(c)(3) below; provided, however, that this Award shall be deemed earned as to the Target Units for any annual performance period for which the Committee has not yet certified the performance results, without regard to satisfaction of the performance goals set forth on Exhibit A, and such Target Units shall be the “Earned Units” and such Earned Units shall vest on the last day of each such annual performance period. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and contains terms and conditions that are substantially similar to those of this Award. (2) If and to the extent that this Award is not continued, assumed or replaced in connection with a Change in Control, then all outstanding the Target Units shall fully vest at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(13(c)(1), the Award and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d3(e)), then this Award and any outstanding Units shall immediately vest in fullfull as to the Target Units.

Effect of Change in Control. The Notwithstanding anything set forth in Section 2(a), in the event of a Change in Control, the following provisions rules shall apply with respect to the RSUs granted hereunder in lieu of the provisions of Section 2(a): (i) Unless otherwise determined by the Committee, if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant prior to this Award. (1) If the surviving or successor entity (which may include Vesting Date and the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (Employee remains employed with such adjustments as may be required or permitted by Section 17 of the Plan), this Award Company or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with Affiliates through the completion of such Change in Control, either then the RSUs shall be converted into a right to receive a cash payment equal to the sum of (ix) the contractual obligations represented by product of (1) the Award are expressly assumed by number of RSUs outstanding that have not been settled in Shares in accordance with Section 2(a)(ii) and (2) the surviving or successor entity CIC Per Share Price (or its parent corporationsuch product, the “CIC Cash Value”) with appropriate adjustments and (y) an amount equal to the number and type interest on the CIC Cash Value at a rate equal to LIBOR plus 2.0% per annum, computed on the basis of securities subject to a year of 364 days, calculated daily for each day following the Award that preserves the intrinsic value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time closing date of the Change in Control transaction through the date immediately preceding the date on which such cash payment becomes vested (the sum of clauses (x) and contains terms and conditions that are substantially similar (y), the “CIC Settlement Amount”). Subject to those the provisions of this AwardSection 2(b)(ii), the CIC Settlement Amount shall vest in accordance with Section 2(a)(i), so long as the Employee remains employed with the Company, any Affiliate or successor or acquirer thereof (or any of its affiliates) in the Change in Control through the payment date. The CIC Settlement Amount shall be paid to the Employee within ten business days following the Vesting Date. (2ii) If and Notwithstanding anything in this Agreement to the extent that this Award contrary, if the Employee’s employment with the Company and its Subsidiaries is not continuedterminated by the Company and its Subsidiaries other than for Cause or by the Employee for Good Reason on the date of the Change in Control or during the 24-month period following the Change in Control (and prior to the payment of the CIC Settlement Amount) (each, assumed or replaced a “Qualifying Termination”), the Employee shall immediately vest in connection with the CIC Settlement Amount, and the CIC Settlement Amount shall be paid to the Employee within ten business days following such termination date. If, pursuant to Section 2(b)(i), the Committee determines that, upon a Change in Control, then all the RSUs shall remain outstanding Units shall fully vest at as the right to receive Shares or immediately prior be converted into a right to the effective time receive shares of the Change in Control. The Committee may alternatively provide that this Award shall successor corporation or an affiliate, then, upon a Qualifying Termination, the Employee’s RSUs or replacement units outstanding on such date will be canceled at or immediately prior to the effective time of the Change in Control cancelled in exchange for a cash payment to you in an amount equal to the product of (x) the total number of Shares underlying such outstanding RSUs or replacement units not previously settled in shares and (y) the per share fair market value (as determined in good faith by of such Shares on the Committee) date of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback termsQualifying Termination. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units shall immediately vest in full.

Effect of Change in Control. The following provisions shall apply if In the event of a Change in Control (as defined in Section 3(cthe Plan), the following provisions shall apply: (a) occurs while Units remain outstanding pursuant to this Award.If the successor corporation (or affiliate thereto) (1) If assumes the surviving outstanding Options and Restricted Stock Units granted hereunder or successor entity (which may include 2) replaces the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (outstanding Options and Restricted Stock Units with such adjustments as may be required or permitted by Section 17 of equity awards that preserve the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(b)(3) below. For these purposes, this Award shall be considered assumed or replaced if, in connection with the Change in Control, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its parent corporation) with appropriate adjustments to the number and type of securities subject to the Award that preserves the intrinsic existing value of the Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing such Options and Restricted Stock Units at the time of the Change in Control and contains provide for subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Options and Restricted Stock Units, then the outstanding Options and Restricted Stock Units or such substitutes thereof shall remain outstanding and be governed by their respective terms and conditions that are substantially similar the provisions of the Plan, subject to those of this AwardParagraph D.2(c) below. (2b) If the outstanding Options and to the extent that this Award is Restricted Stock Units granted hereunder are not continued, assumed or replaced in connection accordance with a Paragraph D.2(a) above, then upon the Change in Control, then all (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall fully immediately vest at or and shall be paid immediately prior to the effective time in accordance with their terms or, if later, as of the Change earliest permissible date under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (2), notwithstanding Paragraph D.2(b) (1) but after taking into account the accelerated vesting set forth therein, the Board may, in Control. The Committee may alternatively its sole discretion, provide that this Award shall be canceled for cancellation of the outstanding Options and Restricted Stock Units at or immediately prior to the effective time of the Change in Control in exchange for which case a payment of cash, property or a combination thereof shall be made to you the Participant that is determined by the Board in an amount its sole discretion and that, in the case of the Restricted Stock Units, is at least equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the such Change in Control transaction by a the holders of PepsiCo’s securities relating to such awards and, in the case of the outstanding Options, is at least equal to the excess, if any, of the value of such consideration over the Option Exercise Price for such Options. (c) If the outstanding Options and Restricted Stock Units granted hereunder are assumed or replaced in accordance with Paragraph D.2(a) and the Participant’s employment with the Company stockholder for the number of Shares for which outstanding Units could then be settled (or, if no consideration would be received applicable, a successor corporation) is terminated by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith Company or such successor for any reasons other than Cause or by the Committee) of such number of Shares immediately prior to Participant for Good Reason, in each case, within the Change in Control). Payment of any such amount may be made in such form, two-year period commencing on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and maythen, in as of the Committeedate of the Participant’s discretiontermination, include subjecting such payments to escrow or holdback terms comparable to those imposed upon (1) the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(b)(1), and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(d)), then this Award and any outstanding Units Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be paid immediately in fullaccordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph D.2, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the terms and conditions set forth in the Plan.