EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER Dated as of December 2, 2000Merger Agreement • December 7th, 2000 • Pepsico Inc • Beverages • New York
TERMS AGREEMENTTerms Agreement • April 10th, 2001 • Pepsico Inc • Beverages
PEPSICO, INC.Underwriting Agreement • April 10th, 2001 • Pepsico Inc • Beverages • New York
PEPSICO, INC. $4,587,000,000 Debt Securities and Warrants U.S. DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT, dated as of _________________, 1995, between PepsiCo, Inc., a corporation organized under the laws of the State of North Carolina (the...Distribution Agreement • November 14th, 1995 • Pepsico Inc • Beverages • New York
ContractSenior Note Agreement • February 24th, 2016 • Pepsico Inc • Beverages
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
PEPSICO, INC. and THE BANK OF NEW YORK, as Trustee Indenture Dated as of May 21, 2007 Providing for Issuance of Debt SecuritiesIndenture • May 25th, 2007 • Pepsico Inc • Beverages • New York
THIS INDENTURE, between PepsiCo, Inc., a North Carolina corporation (hereinafter called the “Company”) having its principal office at 700 Anderson Hill Road, Purchase, N.Y. 10577, and The Bank of New York, a New York banking corporation, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 21st day of May, 2007.
EXHIBIT 2.2 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of December 2, 2000 (the "Agreement") between PepsiCo, Inc., a North Carolina corporation ("Parent"), and The Quaker Oats Company, a New Jersey corporation (the "Company"). W I T N E S...Stock Option Agreement • December 7th, 2000 • Pepsico Inc • Beverages • New York
PEPSICO, INC. TERMS AGREEMENTTerms Agreement • May 4th, 2017 • Pepsico Inc • Beverages • New York
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell C$750,000,000 of its 2.150% Senior Notes due 2024 (the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of May 1, 2017 attached hereto as Annex A (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.565% of the principal amount thereof for the Underwritten Securities.
U.S. $4,200,000,000 364-DAY CREDIT AGREEMENT Dated as of May 26, 2023 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent,...Credit Agreement • May 30th, 2023 • Pepsico Inc • Beverages • New York
PEPSICO, INC., a North Carolina corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and Citibank, N.A., as administrative agent (in such capacity, the “Agent”) for the Lenders (as hereinafter defined), agree, as of May 26, 2023, as follows:
PEPSICO, INC. and THE BANK OF NEW YORK, as Trustee Indenture Dated as of May 21, 2007 Providing for Issuance of Debt SecuritiesIndenture • October 15th, 2008 • Pepsico Inc • Beverages • New York
THIS INDENTURE, between PepsiCo, Inc., a North Carolina corporation (hereinafter called the “Company”) having its principal office at 700 Anderson Hill Road, Purchase, N.Y. 10577, and The Bank of New York, a New York banking corporation, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 21st day of May, 2007.
PERFORMANCE STOCK UNITS / LONG-TERM CASH AWARD TERMS AND CONDITIONSPerformance Stock Units / Long-Term Cash Award Agreement • April 15th, 2021 • Pepsico Inc • Beverages • New York
These Terms and Conditions (including the country-specific terms set forth in the attached Addendum), along with the 2021 PepsiCo Annual Long-Term Incentive Award Summary provided to the Participant (the “Award Summary”), and signed by the individual named on the Award Summary (the “Participant”), shall constitute an agreement (this “Agreement”), effective as of the “grant date” indicated on the Award Summary (the “Grant Date”), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and the Participant.
PEPSICO STOCK OPTION RETENTION AWARDStock Option Agreement • May 8th, 2007 • Pepsico Inc • Beverages • North Carolina
These Terms and Conditions along with the PepsiCo Stock Option Retention Award Summary (the “Award Summary”) delivered herewith and signed by the individual named on the Award Summary (the “Participant”) shall constitute an Agreement made as of the Grant Date (as indicated on the Award Summary) by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and the Participant.
AGREEMENT AND PLAN OF MERGER dated as of August 3, 2009 among THE PEPSI BOTTLING GROUP, INC., PEPSICO, INC. and PEPSI-COLA METROPOLITAN BOTTLING COMPANY, INC.Merger Agreement • August 4th, 2009 • Pepsico Inc • Beverages • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 3, 2009 among The Pepsi Bottling Group, Inc., a Delaware corporation (the “Company”), PepsiCo, Inc., a North Carolina corporation (“Parent”), and Pepsi-Cola Metropolitan Bottling Company, Inc., a New Jersey corporation wholly-owned by Parent (“Merger Subsidiary”).
ContractSenior Note Agreement • August 25th, 2011 • Pepsico Inc • Beverages
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
PEPSICO, INC. Underwritten Securities UNDERWRITING AGREEMENT STANDARD PROVISIONS Dated as of October 1, 2011Underwriting Agreement • October 13th, 2011 • Pepsico Inc • Beverages • New York
the date of this Certificate in connection with the execution and filing of the Registration Statement, or the execution and delivery of the Terms Agreement, or the transactions contemplated thereby, or the execution and delivery of the certificates representing the Underwritten Securities, was, at the time or the respective times of such execution and delivery of such documents, and, in the case of the filing of the Registration Statement with the Commission, at the time of such filing, duly elected or appointed, qualified and acting as such director or officer or duly appointed and acting as such attorney-in-fact and the signatures of such persons appearing on such documents are their genuine signatures or, in case of the certificates evidencing the Underwritten Securities, the true facsimile thereof.
PEPSICO RESTRICTED STOCK UNIT RETENTION AWARDRestricted Stock Unit Agreement • May 8th, 2007 • Pepsico Inc • Beverages • North Carolina
These Terms and Conditions, along with the PepsiCo Restricted Stock Unit Retention Award Summary (the “Award Summary”) delivered herewith and signed by the individual named on the Award Summary (the “Participant”) shall constitute an Agreement made as of the Grant Date (as indicated on the Award Summary), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and the Participant.
U.S. $5,000,000,000 364-DAY CREDIT AGREEMENT Dated as of May 24, 2024 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as Syndication Agent,...Credit Agreement • May 24th, 2024 • Pepsico Inc • Beverages • New York
PEPSICO, INC., a North Carolina corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and Citibank, N.A., as administrative agent (in such capacity, the “Agent”) for the Lenders (as hereinafter defined), agree, as of May 24, 2024, as follows:
Form of 5.50% Senior Note due 2035, Series A]Senior Note Agreement • November 8th, 2018 • Pepsico Inc • Beverages
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (a) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (b) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF PEPSICO, INC. THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (a) TO PEPSICO, INC. OR ANY OF ITS SUBSIDIARIES, (b) PURSUANT TO A REGISTRATION STATEME
U.S. $1,500,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of May 22, 2006 among PEPSICO, INC., as Borrower, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent CITIGROUP GLOBAL MARKETS INC....Credit Agreement • May 23rd, 2006 • Pepsico Inc • Beverages • New York
PEPSICO, INC., a North Carolina corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Agent”) for the Lenders (as hereinafter defined), agree, as of May 22, 2006, as follows:
PEPSICO PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDPerformance-Based Long-Term Incentive Award • February 7th, 2008 • Pepsico Inc • Beverages • North Carolina
These Terms and Conditions, along with the PepsiCo Performance-Based Long-Term Incentive Award Summary (the “Award Summary”) delivered herewith and signed by the individual named on the Award Summary (the “Participant”) shall constitute an Agreement made as of the Grant Date (as indicated on the Award Summary), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and the Participant.
PEPSICO ANNUAL LONG-TERM INCENTIVE AWARDAnnual Long-Term Incentive Award • February 7th, 2008 • Pepsico Inc • Beverages • North Carolina
These Terms and Conditions, along with the PepsiCo Annual Long-Term Incentive Award Summary (the “Award Summary”) delivered herewith and signed by the individual named on the Award Summary (the “Participant”) shall constitute an Agreement made as of the Grant Date (as indicated on the Award Summary), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and the Participant.
BOTTLING GROUP, LLC (as Obligor) and PEPSICO, INC. (as Guarantor) and THE BANK OF NEW YORK MELLON (as Trustee) Indenture Dated as of October 24, 2008 SENIOR NOTESIndenture • October 24th, 2008 • Pepsico Inc • Beverages • New York
THIS INDENTURE, among Bottling Group, LLC, a Delaware limited liability company (the “Obligor”), having its principal office at One Pepsi Way, Somers, New York 10589, PepsiCo, Inc., a North Carolina corporation, as guarantor (the “Guarantor”), having its principal office at 700 Anderson Hill Road, Purchase, NY 10577, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), is made and entered into as of this 24th day of October, 2008.
PEPSICO, INC.Terms Agreement • August 25th, 2011 • Pepsico Inc • Beverages • New York
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $500,000,000 of its 0.800% Senior Notes due 2014 (the “2014 Notes”) and $750,000,000 of its 3.000% Senior Notes due 2021 (the “2021 Notes” and, together with the 2014 Notes, the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of August 22, 2011 attached hereto as Annex A (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.359% of the principal amount thereof for th
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2018 • Pepsico Inc • Beverages • New York
This REGISTRATION RIGHTS AGREEMENT dated November 9, 2018 (this “Agreement”) is entered into by and among PepsiCo, Inc., a North Carolina corporation (the “Company”) and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (each, a “Dealer Manager,” and collectively, the “Dealer Managers”).
TERMS AGREEMENTTerms Agreement • July 17th, 2015 • Pepsico Inc • Beverages • New York
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $600,000,000 of its Floating Rate Notes due 2017 (the “Floating Rate Notes”), $650,000,000 of its 1.125% Senior Notes due 2017 (the “2017 Notes”), $800,000,000 of its 3.100% Senior Notes due 2022 (the “2022 Notes”), $700,000,000 of its 3.500% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 of its 4.600% Senior Notes due 2045 (the “2045 Notes” and, together with the Floating Rate Notes, 2017 Notes, 2022 Notes and 2025 Notes, the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of July 14, 2015 attached hereto as Annex A (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herei
PEPSICO, INC. [IDENTIFY UNDERWRITTEN SECURITIES] TERMS AGREEMENTTerms Agreement • July 26th, 2022 • Pepsico Inc • Beverages
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell [identify Underwritten Securities] (the “Underwritten Securities”) subject to the terms and conditions stated herein and in the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 and attached as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-234767) (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions (including defined terms) is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the amount of Underwritten Securities opposite our names set forth below at a purchase price equal to [insert purchase price(s) for Underwritten Securities].
PURCHASE AGREEMENT dated as of December 1, 2010 among PEPSI-COLA (BERMUDA) LIMITED, solely for the purposes of Section 9.14, PEPSICO, INC. and THE OTHER PARTIES HERETOPurchase Agreement • December 2nd, 2010 • Pepsico Inc • Beverages • England
PURCHASE AGREEMENT (this “Agreement”) dated as of December 1, 2010 among (i) Pepsi- Cola (Bermuda) Limited, a company organized under the laws of Bermuda (“Buyer”), and, solely for the purposes of Section 9.14, PepsiCo, Inc., a North Carolina corporation (“Buyer Guarantor”), (ii) Gavril A. Yushvaev, David Iakobachvili, Mikhail V. Dubinin, Sergei A. Plastinin, Alexander S. Orlov, Mikhail I. Vishnaykov, Aladoro Limited, a company organized under the laws of Cyprus, (each, a “Shareholder Seller”), and (iii) Wimm Bill Dann Finance Cyprus Ltd., a company organized under the laws of Cyprus, Wimm-Bill-Dann Finance Co. Ltd., a company organized under the laws of the Russian Federation, Tony D. Maher and Dmitry Ivanov (each, a “Designated Seller”).
BOTTLING GROUP, LLC (the “Company”) Guaranteed Debt Securities TERMS AGREEMENTTerms Agreement • October 24th, 2008 • Pepsico Inc • Beverages • New York
The Company agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement dated October 21, 2008 (the “Underwriting Agreement”) attached hereto as Exhibit A, and the several Underwriters agree to purchase, the following securities (“Offered Securities”) on the following terms:
PEPSICO, INC. Underwritten Securities UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • May 21st, 2008 • Pepsico Inc • Beverages • New York
From time to time, PepsiCo, Inc., a corporation organized under the laws of the State of North Carolina (the “Company”), proposes to enter into one or more terms agreements (each, a “Terms Agreement”) in substantially the form of Exhibit A hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell certain securities to the underwriter or underwriters named in the applicable Terms Agreement (the “Underwriters,” which term shall include any underwriter substituted pursuant to Section 8 hereof). The provisions included herein (the “Standard Provisions”) shall be incorporated by reference into each Terms Agreement.
Dated 21 July 2006 PEPSICO, INC. as Issuer JPMORGAN CHASE BANK, N.A. as Agent as Paying AgentAgency Agreement • October 12th, 2006 • Pepsico Inc • Beverages • England
PEPSICO, INC. Debt Securities, Warrants and Units U.S. DISTRIBUTION AGREEMENTu.s. Distribution Agreement • October 13th, 2011 • Pepsico Inc • Beverages • New York
THIS DISTRIBUTION AGREEMENT, dated as of _________________, among PepsiCo, Inc., a corporation organized under the laws of the State of North Carolina (the “Company”), and the banks set forth in Schedule I hereto (individually, the “Bank” and collectively, the “Banks”).
ContractLong-Term Incentive Award • April 26th, 2012 • Pepsico Inc • Beverages • New York
These Terms and Conditions shall constitute an agreement (this “Agreement”), effective as of April 2, 2012 (the “Grant Date”), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and you (the “Participant”).
April 15, 2005Employment Agreement • July 14th, 2005 • Pepsico Inc • Beverages
This letter describes the terms and conditions of your active employment with PepsiCo Beverages and Foods (with PepsiCo, Inc., its subsidiaries, divisions, affiliates, predecessors and successors, the “Company”) and confirms the arrangements relating to your transition from the Company. The material terms and conditions of this letter agreement have been approved by the Compensation Committee of the Board of Directors.
PEPSICO PRO RATA LONG-TERM INCENTIVE AWARD STOCK OPTION TERMS AND CONDITIONSStock Option Agreement • February 11th, 2009 • Pepsico Inc • Beverages • New York
These Terms and Conditions, along with the PepsiCo Pro Rata Long-Term Incentive Award Summary (the “Award Summary”) delivered herewith and signed by the individual named on the Award Summary (the “Participant”) shall constitute an Agreement made as of the Grant Date (as indicated on the Award Summary), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and the Participant.
ContractLong-Term Incentive Award Agreement • March 18th, 2013 • Pepsico Inc • Beverages • New York
These Terms and Conditions shall constitute an agreement (this “Agreement”), effective as of March 1, 2013 (the “Grant Date”), by and between PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 (“PepsiCo,” and with its divisions and direct and indirect subsidiaries, the “Company”), and you (the “Participant”).
