Stock Option Terms and Conditions Sample Contracts

PEPSICO PRO RATA LONG-TERM INCENTIVE AWARD
Stock Option Terms and Conditions • May 8th, 2007 • Pepsico Inc • Beverages • North Carolina

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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