0001193125-05-014168 Sample Contracts

YEAR] REGULAR/PERFORMANCE-BASED LONG-TERM INCENTIVE AWARD STOCK OPTION / RESTRICTED STOCK UNITS TERMS AND CONDITIONS
Long-Term Incentive Award Agreement • January 28th, 2005 • Pepsico Inc • Beverages • North Carolina

These Terms and Conditions, along with the 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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Year] Non-Employee Director Restricted Stock Unit Agreement
Non-Employee Director Restricted Stock Unit Agreement • January 28th, 2005 • Pepsico Inc • Beverages • North Carolina

AGREEMENT, made as of this day of , 200_ by and between PepsiCo, Inc. (“PepsiCo”), a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York, and [Director name] (“Director” or “you”).

SPECIAL LONG-TERM INCENTIVE AWARD RESTRICTED STOCK UNITS TERMS AND CONDITIONS
Restricted Stock Units Agreement • January 28th, 2005 • Pepsico Inc • Beverages • North Carolina

These Terms and Conditions, along with the 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.

YEAR] SPECIAL LONG-TERM INCENTIVE AWARD STOCK OPTION AGREEMENT
Stock Option Agreement • January 28th, 2005 • Pepsico Inc • Beverages • North Carolina

AGREEMENT made as of the day of , 200 , 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 [Name] (the “Optionee”).

Year] Non-Employee Director Stock Option Agreement
Non-Employee Director Stock Option Agreement • January 28th, 2005 • Pepsico Inc • Beverages • North Carolina

AGREEMENT, made as of this day of , 200_ by and between PepsiCo, Inc. (“PepsiCo”), a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York, and [Director name] (“Director” or “you”).

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