0000950123-09-002449 Sample Contracts

PEPSICO PRO RATA LONG-TERM INCENTIVE AWARD STOCK OPTION TERMS AND CONDITIONS
Stock 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.

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PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD STOCK OPTION / RESTRICTED STOCK UNITS TERMS AND CONDITIONS
Annual Long-Term Incentive Award • February 11th, 2009 • Pepsico Inc • Beverages • New York

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.

PEPSICO RESTRICTED STOCK UNIT RETENTION AWARD RESTRICTED STOCK UNITS TERMS AND CONDITIONS
Restricted Stock Unit Agreement • February 11th, 2009 • Pepsico Inc • Beverages • New York

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.

PEPSICO PERFORMANCE-BASED LONG-TERM INCENTIVE AWARD STOCK OPTION / RESTRICTED STOCK UNITS TERMS AND CONDITIONS
Performance-Based Long-Term Incentive Award • February 11th, 2009 • Pepsico Inc • Beverages • New York

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.

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