Common use of Participant Acknowledgements Clause in Contracts

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreementaccepting the Awards, the Participant acknowledges and agrees that: (a) He or she has read and understands the PEPunits Prospectus and the LTC Brochure and these Terms and Conditions. Participant acknowledges that the official language of these documents is English, and that unofficial translations of program documents to a language Participant understands have been made available to Participant upon request to aid his or her understanding of the official English-language versions. (b) Participant understands that the Awards and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the contrary, he or she has no right to receive the Awards, or any incentive award, that receipt of an Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be exclusively governed by made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c) Because the Awards are intended to promote employee retention, among other interests, the Awards will be canceled in accordance with the terms of this Agreement if vesting conditions set forth herein are not satisfied or if a clawback provision is applied. (d) Any actual, anticipated, or estimated financial benefit to Participant from the PlanAwards (or any other incentive award) is not and will not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Awards nor any amounts payable in respect of the Awards will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e) The value that may be realized from a Deferred Stock Award, if any, is contingent and depends on the right reserved future market price of Citigroup stock, among other factors. Equity awards are intended to promote stock ownership and to align employees’ interests with those of stockholders. Any monetary value assigned to a Deferred Stock Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to amend deliver, directly or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessaryindirectly, any balance may be withheld from the certain or determinable cash value to Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;. (f) A Deferred Cash Award is an unsecured general obligation of each Employer that employed Participant during the deferral period applicable to an Award and, until paid in accordance with its terms, is subject to the event claims of termination of the each such Employer’s creditors. The currency in which Participant’s employment, a severance or notice period to which the Participant may Deferred Cash Award is denominated and/or paid and any required tax withholding and reporting will be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participantaccordance with Citigroup’s employment will not be treated as active employment for purposes of this Agreement andpolicies, as a resultin effect from time to time, vesting of unvested PEPunits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, relating to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because administration of the ParticipantCitigroup’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.incentive compensation programs.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits PSUs and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits PSUs and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits PSUs (and the shares covered thereby) and the LTC Award; (c) PEPunits the PSUs and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/his or her employment, or by accepting or being awarded any PEPunits PSUs or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits PSUs or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment which payment shall be in the manner set forth in this Agreement and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) notwithstanding any action taken by the Company, the Participant is ultimately liable for any or all income tax, social insurance, payroll tax, payment on account or other tax-related items ("Tax-Related Items") related to the Participant's participation in the Plan and legally applicable to the Participant. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the award, including, but not limited to, the grant, vesting or settlement and exercise of the award, the subsequent sale of PepsiCo Common Stock acquired pursuant to such award and the receipt of any dividends and/or dividend equivalents; and (ii) does not commit to and is under no obligation to structure the terms of any Award to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result. (f) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (fg) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits PSUs or LTC Awards will not be extended by any such period; and; (gh) for purposes of this Agreement, a Participant will be considered actively employed during (i) the first six months of an authorized leave of absence approved by the Company, in its sole discretion, or (ii) other statutory leaves that have requirements in excess of six months; (i) the Participant will seek all necessary approvals under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock, including, without limitation, currency and exchange laws, rules and regulations; (j) this Agreement will be interpreted and applied so that the PEPunits PSUs and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Code Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Code Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits PSUs or LTC Awards to comply with Code Section 409A.409A; (k) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan; and (l) the Participant will not receive any benefits under this Agreement if the Participant does not timely accept the Agreement as presented.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except in circumstances set forth above for PEPunits and LTC Awards Options already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (stock options and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards restricted stock units are not a constituent part of the Participant’s 's salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options pursuant to this Agreement, to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (dc) upon payment exercise of PEPunits or LTC Awards, the Options the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s 's wages; (ed) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (fe) in the event of termination of the Participant’s 's employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s 's employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Options will not be extended by any such period; (f) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC AwardOptions, in all cases, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision provisions of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits or LTC Awards Options to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreementaccepting the Award, the Participant acknowledges and agrees that: (a) Participant has read and understands these Terms and Conditions. Participant acknowledges that the PEPunits official language of these documents is English. (b) Participant understands that the Award and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the LTC contrary, he has no right to receive the Award, or any incentive award, that receipt of the Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c) Because the Award is intended to promote employee retention, among other interests, the Award will be exclusively governed by cancelled if performance and vesting conditions set forth herein are not satisfied or if a clawback provision is applied. The Award is a forward-looking award that delivers value only to the terms extent that performance goals and conditions are attained and specified service conditions are satisfied. (d) Any actual, anticipated, or estimated financial benefit to Participant from the Award (or any other incentive award) is not and will not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Award nor any amounts payable in respect of the PlanAward will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e) The value that may be realized from the right reserved Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors. Any monetary value assigned to the Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to amend deliver, directly or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessaryindirectly, any balance may be withheld from the certain or determinable cash value to Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;. (f) The Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the event claims of termination of the Citigroup’s creditors. The currency in which Participant’s employment, a severance or notice period to which the Participant may Award is denominated and/or paid and any required tax withholding and reporting will be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participantaccordance with Citigroup’s employment will not be treated as active employment for purposes of this Agreement andpolicies, as a resultin effect from time to time, vesting relating to the administration of unvested PEPunits or LTC Awards will not be extended by any such period; andCitigroup’s incentive compensation programs (including Citigroup’s policies with respect to this Award). (g) this Agreement will be interpreted The Award does not confer any shareholder rights of any kind. The Award is not an equity security of Citigroup, and applied so that as such, Participant has no shareholder rights derived from the PEPunits Award. The Award does not confer any voting rights or rights to dividends at any time, and the LTC Award, all value attributable to the extent possible, will not be subject Award including the amount equal to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines cash dividends referenced herein is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.compensation.

Participant Acknowledgements. By entering into this Agreementaccepting the Awards, the Participant acknowledges and agrees that: (a) He or she has read and understands the PEPunits Prospectus and the LTC Brochure and these Terms and Conditions. Participant acknowledges that the official language of these documents is English, and that unofficial translations of program documents to a language Participant understands have been made available to Participant upon request to aid his or her understanding of the official English-language versions. (b) Participant understands that the Awards and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the contrary, he or she has no right to receive the Awards, or any incentive award, that receipt of an Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be exclusively governed by made in the terms future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c) Because the Awards are intended to promote employee retention, among other interests, the Awards will be cancelled if vesting conditions set forth herein are not satisfied. (d) Any actual, anticipated, or estimated financial benefit to Participant from the Awards (or any other incentive award) is not and shall not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Awards nor any amounts payable in respect of the PlanAward shall be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e) The value that may be realized from a Stock Award, if any, is contingent and depends on the right reserved future market price of Citigroup stock, among other factors. Equity awards are intended to promote stock ownership and to align employees’ interests with those of stockholders. Any monetary value assigned to a Stock Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to amend deliver, directly or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessaryindirectly, any balance may be withheld from the certain or determinable cash value to Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;. (f) A Deferred Cash Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the claims of Citigroup’s creditors. A Deferred Cash Award will remain denominated in the event currency in which it was awarded throughout the vesting period. However, if Participant works in more than one country between the award date and a vesting date, Participant will receive proportionate distribution payments in the local currency of termination of the Participant’s employmenteach work country, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards will not be extended at exchange rates determined by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.in its sole discretion.

Participant Acknowledgements. By entering into this AgreementYOU ACKNOWLEDGE THAT YOU HAVE BEEN PROVIDED WITH THE OPPORTUNITY TO REVIEW THE LEGAL DOCUMENTS FOR NO FEWER THAN FOURTEEN BUSINESS DAYS, the Participant acknowledges and agrees that:HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND HAVE READ THIS AGREEMENT CAREFULLY PRIOR TO ACCEPTING THE AWARD (a) the PEPunits and the LTC Award will be exclusively governed by canceled in accordance with the terms of this Agreement if the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan)settlement conditions set forth herein are not satisfied; (b) amounts paid in settlement of the Participant has been provided a copy of PepsiCo’s Prospectus relating Award are subject to repayment in the circumstances and pursuant to the Plan, the PEPunits (and the shares covered thereby) and the LTC Awardterms set forth herein; (c) PEPunits and LTC Awards are not a constituent part neither the Award nor any amounts payable in respect of the Participant’s salary and that the Participant is not entitledAward will be considered when calculating any statutory, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash common law or other awards employment-related payment to be granted to him/her in the future under the Plan Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or any other planretirement or welfare or similar payments, benefits or entitlements; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment any monetary value assigned to the Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company an estimated amount to cover employee payroll taxes resulting from such payment and/ordeliver, to the extent necessarydirectly or indirectly, any balance may be withheld from the certain or determinable value to Participant’s wages; (e) benefits received under Participant had no right to receive the Plan Award and receipt of the Award is neither an indication nor a guarantee that an incentive or deferred compensation award of any type or amount will be excluded from made in the calculation of termination indemnities or other severance paymentsfuture; (f) the Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the event claims of termination of the Citigroup’s creditors. The currency in which Participant’s employment, a severance or notice period to which the Participant may Award is denominated and/or paid and any required tax withholding and reporting will be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participantaccordance with Citigroup’s employment will not be treated as active employment for purposes of this Agreement andpolicies, as a resultin effect from time to time, vesting relating to the administration of unvested PEPunits Citigroup’s incentive compensation programs (including Citigroup’s policies with respect to this Award); (g) the Award does not confer any shareholder rights of any kind. The Award is not an equity security of Citigroup, and as such, Participant has no shareholder rights derived from the Award. The Award does not confer any voting rights or LTC Awards will not be extended by rights to dividends at any such periodtime, and all value attributable to the Award including the amount equal to cash dividends referenced herein is compensation; and (gh) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because official language of the Participant’s eligibility for RetirementAgreement is English, then payments limited to which official language will govern the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination interpretation of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this notwithstanding that unofficial translations of the Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards a different language may have been made available to comply with Code Section 409A.Participant.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits PSUs and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits PSUs and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits PSUs (and the shares covered thereby) and the LTC Award; (c) PEPunits the PSUs and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/his or her employment, or by accepting or being awarded any PEPunits PSUs or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits PSUs or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits PSUs or LTC Awards will not be extended by any such period; and; (g) for purposes of this Agreement, a Participant will be considered actively employed during (i) the first six months of an authorized leave of absence approved by the Company, in its sole discretion, or (ii) other statutory leaves that have requirements in excess of six months; (h) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock, including, without limitation, currency and exchange laws, rules and regulations; (i) this Agreement will be interpreted and applied so that the PEPunits PSUs and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Code Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Code Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits PSUs or LTC Awards to comply with Code Section 409A.409A; and (j) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits PSUs and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits PSUs and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits PSUs (and the shares covered thereby) and the LTC Award; (c) PEPunits PSUs and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits PSUs or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits PSUs or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits PSUs or LTC Awards will not be extended by any such period; and; (g) this Agreement will be interpreted and applied so that the PEPunits PSUs and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits PSUs or LTC Awards to comply with Code Section 409A.409A; and (h) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards Options already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (Options and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards stock options are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options pursuant to this Agreement, Agreement to require options, performance stock units, cash options or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment exercise of PEPunits or LTC Awards, the Options the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Options will not be extended by any such period; (g) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and, in the event that any of the Participant’s Options, including any such awards previously granted, become subject to the Indian fringe benefit tax (“FBT”), the Participant will be responsible for the FBT imposed on such awards and consents to provide payment to the Company of the applicable FBT at the time such FBT is due in accordance with the procedures specified from time to time by the Company; and (gh) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, Options will not be subject to Code Section 409A. To If, notwithstanding the extent such awards are preceding sentence, the Options become subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement409A, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits or LTC Awards Options to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Restricted Stock Unit grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards Restricted Stock Units already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC AwardRestricted Stock Units; (c) PEPunits and LTC Awards restricted stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Restricted Stock Units pursuant to this Agreement, Agreement to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment vesting of PEPunits or LTC Awards, Restricted Stock Units the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Restricted Stock Units will not be extended by any such period; (g) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock including, without limitation, currency and exchange laws, rules and regulations; and (gh) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, Restricted Stock Units will not be subject to Code Section 409A. To If notwithstanding the extent such awards are preceding sentence, the Restricted Stock Units become subject to Code Section 409A because of the Participant’s eligibility for Retirement409A, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits or LTC Awards Restricted Stock Units to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Performance Stock Units and/or Restricted Stock Unit grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits Restricted Stock Units and LTC Awards Performance Stock Units already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (Restricted Stock Units, Performance Stock Units and the shares covered thereby) and the LTC Award; (c) PEPunits restricted stock units and LTC Awards performance stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Restricted Stock Units and/or Performance Stock Units pursuant to this Agreement, to require optionsrestricted stock units, performance stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits Restricted Stock Units or LTC Awards, Performance Stock Units the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such the payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits Restricted Stock Units or LTC Awards Performance Stock Units will not be extended by any such period; and; (g) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock, including, without limitation, currency and exchange laws, rules and regulations; (h) this Agreement will be interpreted and applied so that the PEPunits Restricted Stock Units, in all cases, and the LTC AwardPerformance Stock Units, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because and each tranche of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A Performance Stock Units shall be made following considered a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay separate award for purposes of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding 409ANotwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits Restricted Stock Units or LTC Awards Performance Stock Units to comply with Code Section 409A.409A; and (i) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option and/or Performance Stock Unit grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits Options and LTC Awards Performance Stock Units already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (Options, Performance Stock Units and the shares covered thereby) and the LTC Award; (c) PEPunits stock options, restricted stock units and LTC Awards performance stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options and/or Performance Stock Units pursuant to this Agreement, Agreement to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon exercise of the Options or payment of PEPunits or LTC Awards, Performance Stock Units the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits Options or LTC Awards Performance Stock Units will not be extended by any such period; and; (g) this Agreement the Participant will be interpreted seek all necessary approval under, make all required notifications under and applied so that comply with all laws, rules and regulations applicable to the PEPunits ownership of stock options and stock and the LTC Awardexercise of stock options, to the extent possibleincluding, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirementwithout limitation, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”)currency and exchange laws, rules and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.regulations; and

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits PSUs and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits PSUs and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits PSUs (and the shares covered thereby) and the LTC Award; (c) PEPunits PSUs and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/his or her employment, or by accepting or being awarded any PEPunits PSUs or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits PSUs or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits PSUs or LTC Awards will not be extended by any such period; and; (g) this Agreement will be interpreted and applied so that the PEPunits PSUs and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits PSUs or LTC Awards to comply with Code Section 409A.409A; and (h) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option and/or Restricted Stock Unit grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits Options and LTC Awards Restricted Stock Units already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (Options and the shares covered thereby) , and the LTC AwardRestricted Stock Units; (c) PEPunits stock options and LTC Awards restricted stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options and/or Restricted Stock Units pursuant to this Agreement, Agreement to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment exercise of PEPunits the Options or LTC Awards, vesting of Restricted Stock Units the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits Options or LTC Awards Restricted Stock Units will not be extended by any such period; (g) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and, in the event that any of the Participant’s Options or Restricted Stock Units, including any such awards previously granted, become subject to the Indian fringe benefit tax (“FBT”), the Participant will be responsible for the FBT imposed on such awards and consents to provide payment to the Company of the applicable FBT at the time such FBT is due in accordance with the procedures specified from time to time by the Company; and (gh) this Agreement will be interpreted and applied so that the PEPunits Options and the LTC Award, to the extent possible, Restricted Stock Units will not be subject to Code Section 409A. To If, notwithstanding the extent such awards are preceding sentence, the Options or Restricted Stock Units become subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement409A, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits Options or LTC Awards Restricted Stock Units to comply with Code Section 409A.

Participant Acknowledgements. By entering into this AgreementPARTICIPANT ACKNOWLEDGES THAT HE OR SHE HAS BEEN PROVIDED WITH THE OPPORTUNITY TO REVIEW THIS AGREEMENT FOR NO FEWER THAN FOURTEEN BUSINESS DAYS, the Participant acknowledges and agrees that:HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND HAS READ THIS AGREEMENT CAREFULLY PRIOR TO ACCEPTING THE AWARD (a) no portion of the PEPunits and the LTC Award will be exclusively governed deemed to have been earned by you, or to have been vested or accrued or to give rise to any right whatsoever, to any extent and for any purpose, if you voluntarily terminate your employment with the terms Company prior to an applicable Scheduled Vesting Date, insofar as your continued service for the Company (as defined below) through the Scheduled Vesting Date is a condition to the existence of any such right, and no portion of the Plan, including Award shall be deemed to have been fully earned for any purpose unless and until the right reserved by rights of the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan)claw back such portion as set forth herein have lapsed; (b) the Participant has been provided a copy Award will be canceled in accordance with the terms of PepsiCo’s Prospectus relating to this Agreement if the Plan, the PEPunits (and the shares covered thereby) and the LTC Awardsettlement conditions set forth herein are not satisfied; (c) PEPunits and LTC Awards are not a constituent part amounts paid in settlement of the Participant’s salary Award are subject to repayment in the circumstances and that the Participant is not entitled, under pursuant to the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other planset forth herein; (d) upon payment neither the Award nor any amounts payable in respect of PEPunits the Award will be considered when calculating any statutory, common law or LTC Awards, the Participant will arrange for other employment-related payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/orParticipant, to the extent necessaryincluding any severance, any balance may be withheld from the Participant’s wagesresignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements; (e) benefits received under any monetary value assigned to the Plan will be excluded from Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the calculation of termination indemnities Company to deliver, directly or other severance paymentsindirectly, any certain or determinable cash value to Participant; (f) Participant had no right to receive the Award and receipt of the Award is neither an indication nor a guarantee that an incentive or deferred compensation award of any type or amount will be made in the event of termination of future; (g) the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes official language of this Agreement andis English, as which official language will govern the interpretation of this Agreement, notwithstanding that unofficial translations of this Agreement to a result, vesting of unvested PEPunits or LTC Awards will not be extended by any such perioddifferent language may have been made available to Participant; and (gh) this Agreement the currency in which the Award is denominated or paid, and any required tax withholding and reporting will be interpreted determined by the Personnel and applied so that the PEPunits and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because Compensation Committee of the Participant’s eligibility for Retirement, then payments limited to Citi Board of Directors or any person having delegated authority from the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only Committee over the administration of the Award (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a the “409A CICCommittee”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A..

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option and/or Restricted Stock Unit grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits Options and LTC Awards Restricted Stock Units already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (Options and the shares covered thereby) , and the LTC AwardRestricted Stock Units; (c) PEPunits stock options and LTC Awards restricted stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options and/or Restricted Stock Units pursuant to this Agreement, Agreement to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment exercise of PEPunits the Options or LTC Awards, vesting of Restricted Stock Units the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits Options or LTC Awards Restricted Stock Units will not be extended by any such period; (g) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and, in the event that any of the Participant’s Options or Restricted Stock Units, including any such awards previously granted, become subject to the Indian fringe benefit tax (“FBT”), the Participant will be responsible for the FBT imposed on such awards and consents to provide payment to the Company of the applicable FBT at the time such FBT is due in accordance with the procedures specified from time to time by the Company; and (gh) this Agreement will be interpreted and applied so that the PEPunits Options, in all cases, and the LTC AwardRestricted Stock Units, to the extent possible, will not be subject to Code Section 409A. To the extent such awards the Restricted Stock Units are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision provisions of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits Options or LTC Awards Restricted Stock Units to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option and/or RSU grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits Options and LTC Awards RSUs already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits Options and RSUs (and the shares covered thereby) and the LTC Award); (c) PEPunits the Options and LTC Awards RSUs are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/his or her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options and/or RSUs pursuant to this Agreement, to require options, performance restricted stock units, cash performance stock units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon exercise of the Options or payment of PEPunits or LTC Awards, RSUs the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from the exercise or such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits Options or LTC Awards RSUs will not be extended by any such period; and; (g) for purposes of this Agreement, a Participant will be considered actively employed during (i) the first six months of an authorized leave of absence approved by the Company, in its sole discretion, or (ii) other statutory leaves that have requirements in excess of six months; (h) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; (i) this Agreement will be interpreted and applied so that the PEPunits Options and the LTC AwardRSUs, to the extent possiblein all cases, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits Options or LTC Awards RSUs to comply with Code Section 409A.409A; and (j) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan.

Participant Acknowledgements. By entering into The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Notice and fully understands all provisions of this Agreement and the Plan. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE UNITS WILL VEST, IF AT ALL, ONLY IF THE PARTICIPANT REMAINS AN EMPLOYEE OF THE COMPANY THROUGH DECEMBER 31, 2014 (NOT THROUGH THE ACT OF BEING GRANTED THE AWARD OR ACQUIRING UNITS HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THE NOTICE, THIS AGREEMENT NOR THE PLAN WILL CONFER UPON THE PARTICIPANT ANY RIGHT WITH RESPECT TO THE PARTICIPANT’S EMPLOYMENT WITH THE COMPANY. Employee has been assigned his contractual overriding royalty interest of 0.50%, subject to proportionate reduction under Articles VI, VII and VIII of the Employment Agreement (“Contractual ORRI”) on the units containing the Xxxxxx 12-1 well and the Xxxxxx 14-1 well. In addition, Employee will be assigned 25% of his Contractual ORRI on the acreage in any additional designated spacing units (i.e. voluntary, commissioner or by adopted field rule) in the Austin Chalk Xxxxxx and Xxxxxxx Projects once the initial well in that spacing unit has been spudded. Notwithstanding the foregoing and notwithstanding Articles VI, VII and VIII of the Employment Agreement, any proportionate reduction on Employee’s XXXXx in the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Addison Project will be exclusively governed by pursuant to the terms of the Plane-mail agreement dated May 3, including 2013, attached hereto as Exhibit C. Capitalized terms used herein but not defined herein shall have the right reserved by the Company meanings given to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her them in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Employment Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A..

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Restricted Stock Unit grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards Restricted Stock Units already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards restricted stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Restricted Stock Units pursuant to this Agreement, Agreement to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (dc) upon payment vesting of PEPunits or LTC Awards, Restricted Stock Units the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (ed) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (fe) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Restricted Stock Units will not be extended by any such period; (f) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock including, without limitation, currency and exchange laws, rules and regulations; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, Restricted Stock Units will not be subject to Code Section 409A. To If notwithstanding the extent such awards are preceding sentence, the Restricted Stock Units become subject to Code Section 409A because 409A, then the specified time of payment of the Participant’s eligibility Restricted Stock Units for Retirement, then payments limited to the earliest permissible payment date under purposes of Code Section 409A shall be made following a Change the calendar year in Control only which the short-term deferral period expires with respect to the Restricted Stock Unit (i) upon a Change in Control if it qualifies under or by such later time as may be permitted by Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A planscircumstances). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A..

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option and/or RSU grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits Options and LTC Awards RSUs already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits Options and RSUs (and the shares covered thereby) and the LTC Award); (c) PEPunits the Options and LTC Awards RSUs are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/his or her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options and/or RSUs pursuant to this Agreement, to require options, performance restricted stock units, cash performance stock units or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon exercise of the Options or payment of PEPunits or LTC Awards, RSUs the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from the exercise or such payment which payment shall be in the manner set forth in this Agreement and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) notwithstanding any action taken by the Company, the Participant is ultimately liable for any or all income tax, social insurance, payroll tax, payment on account or other tax-related items ("Tax-Related Items") related to the Participant's participation in the Plan and legally applicable to the Participant. The Participant further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect to the award, including, but not limited to, the grant, vesting or settlement and exercise of the award, the subsequent sale of PepsiCo Common Stock acquired pursuant to such award and the receipt of any dividends and/or dividend equivalents; and (ii) does not commit to and is under no obligation to structure the terms of any Award to reduce or eliminate Participant's liability for Tax-Related Items or achieve any particular tax result. (f) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (fg) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits Options or LTC Awards RSUs will not be extended by any such period; and; (gh) for purposes of this Agreement, a Participant will be considered actively employed during (i) the first six months of an authorized leave of absence approved by the Company, in its sole discretion, or (ii) other statutory leaves that have requirements in excess of six months; (i) the Participant will seek all necessary approvals under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; (j) this Agreement will be interpreted and applied so that the PEPunits Options and the LTC AwardRSUs, to the extent possiblein all cases, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits Options or LTC Awards RSUs to comply with Code Section 409A.409A; (k) the non-disclosure provisions set forth in Paragraph C.2. supersede and replace in their entirety the non-disclosure provisions set forth in the Plan as in effect on the date hereof, in any agreement evidencing an Award made under the Plan and in any other Awards made under the Plan; and (l) the Participant will not receive any benefits under this Agreement if the Participant does not timely accept the Agreement as presented.

Participant Acknowledgements. By entering into this Agreementaccepting the Award, the Participant acknowledges and agrees that: (a) Participant has read and understands these Terms and Conditions. Participant acknowledges that the PEPunits official language of these documents is English. (b) Participant understands that the Award and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the LTC contrary, he has no right to receive the Award, or any incentive award, that receipt of the Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c) Because the Award is intended to promote employee retention, among other interests, the Award will be exclusively governed by cancelled if performance and vesting conditions set forth herein are not satisfied or if a clawback provision is applied. The Award is a forward-looking award that delivers value only to the terms extent that performance goals and conditions are attained and specified service conditions are satisfied. (d) Any actual, anticipated, or estimated financial benefit to Participant from the Award (or any other incentive award) is not and will not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Award nor any amounts payable in respect of the PlanAward will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e) The value that may be realized from the right reserved Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors. Any monetary value assigned to the Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to amend deliver, directly or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessaryindirectly, any balance may be withheld from the certain or determinable cash value to Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;. (f) The Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the event claims of termination of the Citigroup’s creditors. The currency in which Participant’s employment, a severance or notice period to which the Participant may Award is denominated and/or paid and any required tax withholding and reporting will be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participantaccordance with Citigroup’s employment will not be treated as active employment for purposes of this Agreement andpolicies, as a resultin effect from time to time, vesting relating to the administration of unvested PEPunits or LTC Awards will not be extended by any such period; andCitigroup’s incentive compensation programs (including Citigroup’s policies with respect to this Award). (g) this Agreement will be interpreted The Award does not confer any shareholder rights of any kind. The Award is not an equity security of Citigroup, and applied so that as such, Participant has no shareholder rights derived from the PEPunits Award. The Award does not confer any voting rights or rights to dividends at any time, and the LTC Award, all value attributable to the extent possible, will not be subject Award including the amount equal to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change cash dividends referenced in Control only (iSections 2(f) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(vand 2(g) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.compensation.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that:; (a) the PEPunits and the LTC Award Option grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards Options already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards stock options are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options pursuant to this Agreement, Agreement to require options, performance stock units, cash or other awards options to be granted to him/her in the future under the Plan or any other plan; (dc) upon payment exercise of PEPunits or LTC Awards, the Options the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s Participant‘s wages; (ed) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (fe) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Options will not be extended by any such period; (f) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, Options will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for RetirementInternal Revenue Code of 1986, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.amended.

Participant Acknowledgements. By entering into this Agreementaccepting the Awards, the Participant acknowledges and agrees that: (a) He or she has read and understands the PEPunits Prospectus and the LTC Brochure and these Terms and Conditions. Participant acknowledges that the official language of these documents is English, and that unofficial translations of program documents to a language Participant understands have been made available to Participant upon request to aid his or her understanding of the official English-language versions. (b) Participant understands that the Awards and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the contrary, he or she has no right to receive the Awards, or any incentive award, that receipt of an Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be exclusively governed by made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c) Because the Awards are intended to promote employee retention, among other interests, the Awards will be canceled in accordance with the terms of this Agreement if vesting conditions set forth herein are not satisfied or if a clawback provision is applied. (d) Any actual, anticipated, or estimated financial benefit to Participant from the PlanAwards (or any other incentive award) is not and will not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Awards nor any amounts payable in respect of the Awards will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e) The value that may be realized from a Stock Award, if any, is contingent and depends on the right reserved future market price of Citigroup stock, among other factors. Equity awards are intended to promote stock ownership and to align employees’ interests with those of stockholders. Any monetary value assigned to a Stock Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to amend deliver, directly or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessaryindirectly, any balance may be withheld from the certain or determinable cash value to Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;. (f) A Deferred Cash Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the event claims of termination of the Citigroup’s creditors. The currency in which Participant’s employment, a severance or notice period to which the Participant may Deferred Cash Award is denominated and/or paid and any required tax withholding and reporting will be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participantaccordance with Citigroup’s employment will not be treated as active employment for purposes of this Agreement andpolicies, as a resultin effect from time to time, vesting of unvested PEPunits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, relating to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because administration of the ParticipantCitigroup’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.incentive compensation programs.

Participant Acknowledgements. By entering into this AgreementAgreement and accepting the Restricted Stock Units evidenced hereby, the Participant acknowledges understands and agrees that: acknowledges: (aA) that the PEPunits Plan is discretionary in nature and the LTC Award will may be exclusively governed by the terms of the Plan, including the right reserved suspended or terminated by the Company at any time; (B) that the Award does not create any contractual or other right to amend or cancel receive future grants of Awards; (C) that participation in the Plan at any time without is voluntary; (D) that the future value of the Common Shares is unknown and cannot be predicted with certainty; (E) that the Company incurring liability to has advised that the Participant should seek independent professional advice regarding the tax and financial consequences of the Restricted Stock Units; (except for PEPunits and LTC Awards already granted under F) that the Plan); (b) Company has not provided the Participant has been provided a copy of PepsiCo’s Prospectus with any tax or financial advice relating to the PlanRestricted Stock Units; (G) that any tax or financial information provided by the Company that relates to the Restricted Stock Units is for informational purposes only and may not be relied upon by the Participant; (H) that, as of the PEPunits (Grant Date, this Agreement and the shares covered thereby) Plan set forth the entire understanding between Participant and the LTC Award; Company regarding the grant of the Restricted Stock Units subject to this Agreement and supersede all prior oral and written agreements on that subject; (cI) PEPunits and LTC Awards are that the value of the Restricted Stock Units subject to this Agreement will not a constituent part of be included as compensation, earnings, salaries, or other similar terms used when calculating the Participant’s salary and benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides; (J) that the Participant is not entitledCompany expressly reserves its rights to amend, under the terms and conditions of his/her employmentmodify, or terminate any of the Company’s or any Affiliate’s employee benefit plans; (K) that the award represented by accepting or being awarded any PEPunits or LTC Awards this Agreement is unfunded such that the Participant’s rights pursuant to this Agreement are those of an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement; (L) that nothing contained in this Agreement, and no action taken pursuant to require optionsits provisions, performance stock units, cash will create or other awards be construed to be granted to him/her in create a trust of any kind or a fiduciary relationship between the future under Participant and the Plan Company or any other plan; person; (dM) upon payment that if the Participant is a “specified employee” as defined in Section 409A of PEPunits or LTC Awardsthe Code, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under provisions of Article XIV of the Plan will be excluded from may apply; and (N) that the calculation of termination indemnities or other severance payments; (f) in the event of termination Participant has received a copy of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits Plan and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), RSC Holdings Inc. Amended and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.Restated Stock Incentive Plan Prospectus.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards Options already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards stock options are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options pursuant to this Agreement, Agreement to require options, performance stock units, cash options or other awards to be granted to him/her in the future under the Plan or any other plan; (dc) upon payment exercise of PEPunits or LTC Awards, the Options the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment the exercise and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (ed) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (fe) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Options will not be extended by any such period; (f) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, to the extent possible, Options will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for RetirementInternal Revenue Code of 1986, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.amended.

Participant Acknowledgements. By entering into this Agreementaccepting the Awards, the Participant acknowledges and agrees that: (a) Participant has read and understands these Terms and Conditions. (b) Participant understands that the PEPunits Awards and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the LTC contrary, she has no right to receive the Awards, or any incentive award, that receipt of an Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be exclusively governed by made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion. (c) Because the Awards are intended to promote employee retention, among other interests, the Awards will be canceled in accordance with the terms of this Agreement if vesting conditions set forth herein are not satisfied or if a clawback provision is applied. (d) Any actual, anticipated, or estimated financial benefit to Participant from the PlanAwards is not and will not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Awards nor any amounts payable in respect of the Awards will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements. (e) The value that may be realized from the right reserved Deferred Stock Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors. Equity awards are intended to promote stock ownership and to align employees’ interests with those of stockholders. Any monetary value assigned to the Deferred Stock Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to amend deliver, directly or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessaryindirectly, any balance may be withheld from the certain or determinable cash value to Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;. (f) The Deferred Cash Award is an unsecured general obligation of each employer that employed Participant during the deferral period applicable to an Award and, until paid in accordance with its terms, is subject to the event claims of termination of the each such employer’s creditors. The currency in which Participant’s employment, a severance or notice period to which the Participant may Deferred Cash Award is denominated and/or paid and any required tax withholding and reporting will be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participantaccordance with Citigroup’s employment will not be treated as active employment for purposes of this Agreement andpolicies, as a resultin effect from time to time, vesting of unvested PEPunits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC Award, relating to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because administration of the ParticipantCitigroup’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits or LTC Awards to comply with Code Section 409A.incentive compensation programs.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits and the LTC Award Option grant will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except in circumstances set forth above for PEPunits and LTC Awards Options already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits (stock options and the shares covered thereby) and the LTC Award; (c) PEPunits and LTC Awards restricted stock units are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits or LTC Awards the Options pursuant to this Agreement, to require options, performance restricted stock units, cash units or other awards to be granted to him/her in the future under the Plan or any other plan; (dc) upon payment the exercise of PEPunits or LTC Awards, the Participant Option will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from contingent on the Participant’s wagespaying the Option Exercise Price and applicable taxes in accordance with this Agreement and the Plan; (ed) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments;; OSIR Stock Option - 7 - OSIR and Award Agreement (fe) in the event of termination of the Participant’s employmentContinuous Service, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits or LTC Awards Options will not be extended by any such period; (f) the Participant will seek all necessary approval under, make all required notifications under and comply with all laws, rules and regulations applicable to the ownership of stock options and stock and the exercise of stock options, including, without limitation, currency and exchange laws, rules and regulations; and (g) this Agreement will be interpreted and applied so that the PEPunits and the LTC AwardOptions, in all cases, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision provisions of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines that is necessary or appropriate for such PEPunits or LTC Awards Options to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits PEPUnits and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits PEPUnits and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits PEPUnits (and the shares covered thereby) and the LTC Award; (c) PEPunits PEPUnits and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits PEPUnits or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits PEPUnits or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits PEPUnits or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits PEPUnits and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits PEPUnits or LTC Awards to comply with Code Section 409A.

Participant Acknowledgements. By entering into this Agreement, the Participant acknowledges and agrees that: (a) the PEPunits PSUs and the LTC Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except for PEPunits PSUs and LTC Awards already granted under the Plan); (b) the Participant has been provided a copy of PepsiCo’s Prospectus relating to the Plan, the PEPunits PSUs (and the shares covered thereby) and the LTC Award; (c) PEPunits PSUs and LTC Awards are not a constituent part of the Participant’s salary and that the Participant is not entitled, under the terms and conditions of his/her employment, or by accepting or being awarded any PEPunits PSUs or LTC Awards pursuant to this Agreement, to require options, performance stock units, cash or other awards to be granted to him/her in the future under the Plan or any other plan; (d) upon payment of PEPunits PSUs or LTC Awards, the Participant will arrange for payment to the Company an estimated amount to cover employee payroll taxes resulting from such payment and/or, to the extent necessary, any balance may be withheld from the Participant’s wages; (e) benefits received under the Plan will be excluded from the calculation of termination indemnities or other severance payments; (f) in the event of termination of the Participant’s employment, a severance or notice period to which the Participant may be entitled under local law and which follows the date of termination specified in a notice of termination or other document evidencing the termination of the Participant’s employment will not be treated as active employment for purposes of this Agreement and, as a result, vesting of unvested PEPunits PSUs or LTC Awards will not be extended by any such period; and (g) this Agreement will be interpreted and applied so that the PEPunits PSUs and the LTC Award, to the extent possible, will not be subject to Code Section 409A. To the extent such awards are subject to Code Section 409A because of the Participant’s eligibility for Retirement, then payments limited to the earliest permissible payment date under Code Section 409A shall be made following a Change in Control only (i) upon a Change in Control if it qualifies under Code Section 409A(a)(2)(A)(v) (a “409A CIC”), and (ii) upon a termination of employment if it occurs after a 409A CIC and it constitutes a Section 409A separation from service (and in this case, the six-month delay of Code Section 409A(a)(2)(B)(i) shall apply to “specified employees,” determined under the default rules of Section 409A or such other rules as apply generally under the Company’s Section 409A plans). Notwithstanding any other provision of this Agreement, this Agreement will be modified to the extent the Committee reasonably determines is necessary or appropriate for such PEPunits PSUs or LTC Awards to comply with Code Section 409A.