Common use of Effect of Change in Control Clause in Contracts

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior to the occurrence of such Change in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in Control.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in (a) In the event of there is a Change in ControlControl (as defined below) and within the twelve (12) month period following such event Executive is terminated in a Without Cause Termination, or Executive elects to resign upon written notice to the Company following an event that constitutes Good Reason (as defined below), all outstanding stock options, restricted stock, restricted stock units, and any other unvested equity incentives shall become fully exercisable and vested as of the Date of such Change of Control and shall remain exercisable for their stated terms. In addition, the following provisions Company shall apply: (a) If (i) pay Executive upon such termination or resignation, in exchange for the successor or surviving entity (or any affiliate thereto) assumes Executive complying with the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control obligations and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule restriction set forth herein or referred to in Section 8, the severance payments and benefits due under Section eight (any 8)(a) above with respect to a Without Cause Termination, but such replacement award, payments and benefits shall be provided for a “Substitute Award”period of twelve (12) and (ii) any assumption months following termination or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject resignation pursuant to Section 2.4(c)this Section. (b) If A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the successor ownership of more than fifty percent (50%) of the outstanding voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting corporation or entity (or any affiliate thereto) does not assume or replace shall be owned in the Restricted Stock Units (or permit aggregate by the Restricted Stock Units to remain outstanding) former shareholders of the Company, as provided in Section 2.4(a), the Restricted Stock Units same shall become fully vested have existed immediately prior to such merger or consolidation, (iii) the occurrence Company shall sell all or substantially all of such Change its assets to another corporation or entity which is not a wholly-owned subsidiary, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13 (d)(3) (as in Controleffect on the date hereof) of the Securities and Exchange Act of 1934 (“Exchange Act”), shall acquire more than fifty percent (50%) of the outstanding voting securities of the Company (whether directly, indirectly, beneficially, or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act. (c) If A resignation for “Good Reason” shall be deemed to have occurred if the successor Executive resigns his employment with the Company after the occurrence of any of the following events, to which the Executive has not expressly consented in writing: (i) a material reduction in the Executive’s Base Salary (other than one applicable to all senior management); (ii) a material reduction in job duties, authority, responsibilities and requirements inconsistent with the Executive’s position with the Company and the Executive’s prior duties, authority, responsibilities, and requirements or surviving entity a change in the Executive’s reporting relationship; (iii) a relocation of the Executive to a facility or location more than fifty (50) miles from the address of the Company’s headquarters office as of the effective date of this Agreement, or (iv) material breach by the Company of any of the material covenants herein. Any of the foregoing conditions described in this Section 11(c) will constitute “Good Reason” only if the Executive first delivers a notice of termination to the Company identifying such condition (or any affiliate theretoconditions) assumes or replaces within ninety (90) days after the Restricted Stock Units initial occurrence of such condition (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(aconditions) and Participant experiences such condition continues uncured for a Qualifying Terminationperiod of thirty (30) days after the delivery of such notice of termination. Notwithstanding the foregoing, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior Executive’s termination of employment will not be considered to be for Good Reason unless the date Company fails to cure such condition and such termination of such termination. For employment occurs within sixty (60) days of the avoidance expiration of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in ControlCompany’s (30) day cure period.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in In the event of a Change in ControlControl (as defined in the Plan), the following provisions shall apply: (a) If (i) the successor or surviving entity corporation (or any affiliate thereto) (1) assumes the outstanding Options and Restricted Stock Units granted hereunder or (or permits the Restricted Stock Units to remain outstanding2) or replaces the outstanding Options and Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) equity awards that (A) preserve the existing value of the such Options and Restricted Stock Units at the time of the Change in Control and (B) provide for distribution subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Options and Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunderUnits, then the outstanding Options and Restricted Stock Units or such Substitute Award substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions set forth in of the Plan, subject to Section 2.4(c)Paragraph C.3(c) below. (b) If the successor outstanding Options and Restricted Stock Units granted hereunder are not assumed or surviving entity replaced in accordance with Paragraph C.3(a) above, then upon the Change in Control, (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be payable immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A and (2), notwithstanding Paragraph C.3(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide for cancellation of the outstanding Options and Restricted Stock Units at the time of the Change in Control in which case a payment of cash, property or any affiliate thereto) does not assume or replace a combination thereof shall be made to the Participant that is determined by the Board in its sole discretion and that, in the case of the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a)Units, the Restricted Stock Units shall become fully vested immediately prior is at least equal to the occurrence value of the consideration that would be received in such Change in ControlControl by the holders of PepsiCo’s securities relating to such awards and, in the case of the outstanding Options, is at least equal to the excess, if any, of the value of such consideration over the Option Exercise Price for such Options. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the outstanding Options and Restricted Stock Units (granted hereunder are assumed or permits the Restricted Stock Units to remain outstanding) as provided replaced in Section 2.4(aaccordance with Paragraph C.3(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to Participant’s employment with the date of such termination. For Company is terminated by the avoidance of doubt, if Participant incurs a Termination of Employment Company for any reason reasons other than a Qualifying Termination during Cause or by the 24Participant for Good Reason, in each case, within the two-month year period commencing on the date of a Change in Control, Sections 2.2 then, as of the date of the Participant’s termination, (1) the outstanding Options granted hereunder shall immediately vest and 2.3 become exercisable and shall continue to apply with respect to remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units without regard granted hereunder shall immediately vest and shall be payable immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph C.3, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the Change terms and conditions set forth in Controlthe Plan.

Effect of Change in Control. (a) Notwithstanding anything any other provision of the Plan to the contrary contrary, and except as may be otherwise provided in an agreement between the Participant and the Corporation or required under Code Section 2.2 409A, related regulations or 2.3 or the Grant Agreementother guidance, in the event of a Change in Control (as defined in Section 4(c) herein), the Option, if outstanding as of the date of such Change in Control, the following provisions shall apply: (a) If (i) the successor become fully exercisable, whether or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c)otherwise exercisable. (b) If Notwithstanding the successor foregoing, in the event of a merger, share exchange, reorganization, sale of all or substantially all of the assets of the Corporation or other similar transaction or event affecting the Corporation or its shareholders or an Affiliate, the Administrator may, in its sole and absolute discretion, determine that the Option shall not become exercisable on an accelerated basis, if the Corporation or the surviving entity or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or any affiliate thereto) does not assume equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or replace appropriate to protect the Restricted Stock Units (or permit rights and interests of the Restricted Stock Units Participant. For the purposes herein, if the Committee is acting as the Administrator authorized to remain outstanding) as make the determinations provided for in this Section 2.4(a4(b), the Restricted Stock Units Committee shall become fully vested immediately be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the occurrence of such Change in Controlmerger, share exchange, reorganization or other transaction or event affecting the Corporation, its shareholders or an Affiliate. (c) If For the successor purposes herein, except as may be otherwise required in order to comply with Code Section 409A, a “Change in Control” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, fifty percent (50%) or more of the outstanding Common Stock of the Corporation; (ii) The date the shareholders of the Corporation approve a definitive agreement (A) to merge or consolidate the Corporation with or into another corporation or other business entity (each, a “corporation”), in which the Corporation is not the continuing or surviving entity (corporation or pursuant to which any affiliate thereto) assumes shares of Common Stock of the Corporation would be converted into cash, securities or replaces other property of another corporation, in each case other than a merger or consolidation of the Restricted Corporation in which the holders of Common Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least fifty percent (50%) of the Common Stock, or, if the Corporation is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; provided, however, that if consummation of such merger or consolidation is subject to the approval of federal, state or other regulatory authorities, then, unless the Administrator determines otherwise, a “Change in Control” shall not be deemed to occur until the later of the date of shareholder approval of such termination. For merger or consolidation or the avoidance date of doubt, if Participant incurs final regulatory approval of such merger or consolidation; or (B) to sell or otherwise dispose of all or substantially all the assets of the Corporation; or (iii) The date there shall have been a Termination change in a majority of Employment for any reason other than the Board of Directors of the Corporation within a Qualifying Termination during the 2412-month period commencing on unless the date nomination for election by the Corporation’s shareholders of each new Director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the beginning of the 12-month period. (d) Notwithstanding the foregoing, a Change in Control, Sections 2.2 and 2.3 Control shall continue not be deemed to apply with respect have occurred in the event the Corporation forms a holding company as a result of which the holders of the Corporation’s voting securities immediately prior to the Restricted Stock Units without regard transaction hold, in approximately the same relative proportions as they held prior to the Change in Controltransaction, substantially all of the voting securities of a holding company owning all of the Corporation’s voting securities after the completion of the transaction.

Effect of Change in Control. Notwithstanding anything to any of Section 3.1(a) or (b) above, upon the contrary in Section 2.2 or 2.3 or the Grant Agreement, in the event earlier occurrence of a Change in Control, so long as the following provisions shall apply: (a) If (i) Optionee remains employed with the successor or surviving entity (Company or any affiliate thereto) assumes Service Recipient through the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior to the occurrence date of such Change in Control.: (ci) If any then unvested portion of the successor or surviving entity Time Option shall become immediately vested and exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to the Change in Control; and (or ii) any affiliate thereto) assumes or replaces then unvested portion of the Restricted Performance Option shall become immediately vested and exercisable as to 100% of the shares of Common Stock Units subject to such Option immediately prior to a Change in Control only if such Change in Control is a Realization Event upon which the Sponsors achieve a Sponsor MOIC (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences including a Qualifying Termination, the Restricted Stock Units or Substitute AwardSponsor MOIC that is implied by a Sponsor IRR, as applicable) that is equal to or greater than the Ceiling Vesting Target; provided, further, that in the event the Committee determines in its discretion pursuant to the terms of Section 9(b)(i) of the Plan that the Performance Option shall become fully vested immediately be canceled in a Stock Change in Control that occurs prior to the fifth anniversary of the Closing Date, the value of the consideration to be determined by the Committee for purposes of this Section 3.1(c)(ii) and Section 9(b)(i) of the Plan shall include the Stock Consideration Value; and (iii) notwithstanding anything else in this Agreement, in the event that Optionee’s employment is terminated without Cause by the Company or for Good Reason by the Optionee following a Stock Change in Control that occurs prior to the fifth anniversary of the Closing Date, then on the date of such termination. For , any then unvested portion of the avoidance of doubtPerformance Option (including any Option into which the Performance Option may be converted in the Stock Change in Control) still outstanding, if Participant incurs a Termination any, shall become immediately vested and exercisable as to 100% of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on shares of Common Stock subject to such Option if, as of the date of a the Stock Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to Consideration Value had as of such date been taken into account as cash for purposes of determining whether the Change in Controlprovision of Section 3.1(c)(ii) above should have applied.

Effect of Change in Control. (a) Notwithstanding anything Section 4(a) above, if at any time before the RSUs are fully vested or forfeited, and while the Grantee is continuously employed by or continuously providing services to the contrary in Section 2.2 Company or 2.3 or the Grant Agreementa Subsidiary, in the event of a Change in ControlControl occurs, then the following provisions shall apply: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value unvested portion of the Restricted Stock Units at RSUs shall become immediately nonforfeitable and payable, except to the time of extent that a Replacement Award is provided to the Change in Control and (B) provide for distribution Grantee in accordance with a vesting schedule that is Section 5(b) to continue, replace or assume the same or more favorable to Participant than RSUs covered by the Restricted Stock Unit vesting schedule set forth herein Agreement (any such replacement award, a the “Substitute Replaced Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c). (b) If For purposes of this Agreement, a “Replacement Award” means an award (i) of the successor or surviving entity same type (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstandinge.g., time-based restricted stock units) as provided in Section 2.4(a)the Replaced Award, the Restricted Stock Units shall become fully vested immediately prior (ii) that has a value at least equal to the occurrence value of such the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control. (c) If Control or another entity that is affiliated with the Company or its successor or surviving entity (or any affiliate thereto) assumes or replaces following the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 (iv) the tax consequences of which to such Grantee are not less favorable to such Grantee than the tax consequences of the Replaced Award, and 2.3 shall continue to apply with respect (v) the other terms and conditions of which are not less favorable to the Restricted Stock Units without regard Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 5(b) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in In the event of a Change in ControlControl (as defined in the Plan), the following provisions shall apply: (a) If (i) the successor or surviving entity corporation (or any affiliate thereto) (1) assumes the outstanding Options and Restricted Stock Units granted hereunder or (or permits the Restricted Stock Units to remain outstanding2) or replaces the outstanding Options and Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) equity awards that (A) preserve the existing value of the such Options and Restricted Stock Units at the time of the Change in Control and (B) provide for distribution subsequent payout in accordance with a vesting schedule and performance targets, as applicable, that is are the same or more favorable to the Participant than the vesting schedule and performance targets applicable to such Options and Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunderUnits, then the outstanding Options and Restricted Stock Units or such Substitute Award substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions set forth in of the Plan, subject to Section 2.4(c)Paragraph C.3(c) below. (b) If the successor outstanding Options and Restricted Stock Units granted hereunder are not assumed or surviving entity replaced in accordance with Paragraph C.3(a) above, then upon the Change in Control, (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be payable, as if 100% of the performance targets have been achieved, immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A and (2), notwithstanding Paragraph C.3(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide for cancellation of the outstanding Options and Restricted Stock Units at the time of the Change in Control in which case a payment of cash, property or any affiliate thereto) does not assume or replace a combination thereof shall be made to the Participant that is determined by the Board in its sole discretion and that, in the case of the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a)Units, the Restricted Stock Units shall become fully vested immediately prior is at least equal to the occurrence value of the consideration that would be received in such Change in ControlControl by the holders of PepsiCo’s securities relating to such awards and, in the case of the outstanding Options, is at least equal to the excess, if any, of the value of such consideration over the Option Exercise Price for such Options. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the outstanding Options and Restricted Stock Units (granted hereunder are assumed or permits the Restricted Stock Units to remain outstanding) as provided replaced in Section 2.4(aaccordance with Paragraph C.3(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to Participant’s employment with the date of such termination. For Company is terminated by the avoidance of doubt, if Participant incurs a Termination of Employment Company for any reason reasons other than a Qualifying Termination during Cause or by the 24Participant for Good Reason, in each case, within the two-month year period commencing on the date of a Change in Control, Sections 2.2 then, as of the date of the Participant’s termination, (1) the outstanding Options granted hereunder shall immediately vest and 2.3 become exercisable and shall continue to apply with respect to remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units without regard granted hereunder shall immediately vest and shall be payable, as if 100% of the performance targets have been achieved, immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph C.3, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the Change terms and conditions set forth in Controlthe Plan.

Effect of Change in Control. Notwithstanding anything the vesting provisions contained in Section 3 above, but subject to the contrary other terms and conditions contained in Section 2.2 or 2.3 or the Grant this Agreement, in the event of from and after a Change in Control, Control (as defined below) the following provisions shall apply: (a) If at the time of the Change in Control, the per share Fair Market Value of the Common Stock does not exceed the per share Option Price, then this Option, whether vested or unvested, shall immediately terminate in full and be of no further force or effect; and (b) If at the time of the Change in Control, the per share Fair Market Value of the Common Stock exceeds the Option Price, then the Committee, in its sole discretion, may: (i) provide the successor or surviving entity Optionee a reasonable amount of time (or any affiliate theretosuch period of time to be determined by the Committee in its sole discretion) assumes to exercise the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) vested and unexercised portion of this Option that (A) preserve the existing value of the Restricted Stock Units is outstanding at the time of the Change in Control and, if not exercised within such period, have this Option terminate in full and be of no further force or effect with respect to any unexercised portion of such Option (Band the unvested portion of this Option shall be forfeited); (ii) provide for distribution the termination of this Option in exchange for payment to the Optionee of the excess of (x) the aggregate Fair Market Value of the Common Stock issuable pursuant to the vested portion of the Option that is outstanding and unexercised at the time of the Change in Control over (y) the aggregate Option Price for such vested portion of the Option (and the unvested portion of this Option shall be forfeited); or (iii) if the Change in Control involves the merger or consolidation of the Company with or into another entity, provide for the substitution by the surviving entity or its direct or indirect parent of awards with substantially the same terms as this Option in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A of the Code and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in Section 4(c) of the Plan, subject to Section 2.4(c).. 6574120-v9\GESDMS 2 (bc) If Notwithstanding the successor or surviving entity (other provisions of this Section 4, if a Change in Control occurs, and after giving effect thereto the Optionee’s employment is terminated by the Company or any affiliate thereto) does not assume or replace the Restricted Stock Units of its Subsidiaries without Cause (or permit the Restricted Stock Units to remain outstanding) as provided defined in Section 2.4(a), 5 below) or the Restricted Stock Units shall become fully vested immediately prior to Optionee terminates his or her employment with “Good Reason” (as such term is defined below) in each case within twelve (12) months following the occurrence of such Change in Control. (c) If , then any portion of the successor or surviving entity (or any affiliate thereto) assumes or replaces Options outstanding as of the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) termination of employment but not previously vested shall automatically accelerate and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior vested. “Good Reason” with respect to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of Optionee shall mean following a Change in Control: (A) a material reduction in the Optionee’s position or responsibilities from the Optionee’s position or responsibilities in effect immediately prior to such Change in Control, Sections 2.2 and 2.3 shall continue excluding for this purpose an isolated, insubstantial or inadvertent action not taken in bad faith; (B) a material reduction in the Optionee's base salary or target bonus opportunity, if any, as in effect immediately prior to apply such Change in Control, except in connection with respect an across-the-board reduction of not more than 10% applicable to similarly situated employees of the Restricted Stock Units Company, or (C) the reassignment, without regard the Optionee's consent, of the Optionee’s place of work to a location more than 50 miles from the Optionee's place of work immediately prior to the Change in Control; provided that none of the events described in clauses (A), (B) and (C) shall constitute Good Reason hereunder unless (x) the Optionee shall have given written notice to the Company of the Optionee’s intent to terminate his employment with Good Reason within sixty (60) days following the occurrence of any such event and (y) the Company shall have failed to remedy such event within thirty (30) days of the Company’s receipt of such notice.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 Sections 3.1 through 3.4 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units Option (or permits the Restricted Stock Units Option to remain outstanding) or replaces the Restricted Stock Units Option with restricted stock units an option to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes satisfies the requirements set forth in U.S. Treasury Regulation section 1.409A-1(b)(5)(v)(D), the Option or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c3.5(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units Option (or permit the Restricted Stock Units Option to remain outstanding) as provided in Section 2.4(a3.5(a), the Restricted Stock Units Option shall become fully vested and exercisable immediately prior to the occurrence of such Change in Control and shall remain outstanding until the Change in Control, subject to the Administrator’s discretion to take any action with respect to the Option permitted under Section 14.2 of the Plan. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units Option (or permits the Restricted Stock Units Option to remain outstanding) as provided in Section 2.4(a3.5(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units Option or Substitute Award, as applicable, shall become fully vested and exercisable immediately prior to the date of such terminationtermination and shall remain outstanding and exercisable until the date set forth in Section 3.4(a). For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 3.1 through 3.4 shall continue to apply with respect to the Restricted Stock Units Option without regard to the Change in Control.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in In the event of a Change in ControlControl (as defined in the Plan), the following provisions shall apply: (a) If (i) the successor or surviving entity corporation (or any affiliate thereto) (1) assumes the outstanding Restricted Stock Units granted hereunder or (or permits the Restricted Stock Units to remain outstanding2) or replaces the outstanding Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) equity awards that (A) preserve the existing value of the such Restricted Stock Units at the time of the Change in Control and (B) provide for distribution subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunderUnits, then the outstanding Restricted Stock Units or such Substitute Award substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions set forth in of the Plan, subject to Section 2.4(c)Paragraph C.2(c) below. (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the outstanding Restricted Stock Units granted hereunder are not assumed or replaced in accordance with Paragraph C.2(a) above, then upon the Change in Control, (or permit 1) the outstanding Restricted Stock Units to remain outstandinggranted hereunder shall immediately vest and shall be paid immediately in accordance with their terms or, if later, as of the earliest permissible date under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as provided in Section 2.4(aand (2), notwithstanding Paragraph C.2(b) (1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide for cancellation of the outstanding Restricted Stock Units at the time of the Change in Control in which case a payment of cash, property or a combination thereof shall become fully vested immediately prior be made to the occurrence Participant that is determined by the Board in its sole discretion and that is at least equal to the value of the consideration that would be received in such Change in ControlControl by the holders of PepsiCo’s securities relating to such awards. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the outstanding Restricted Stock Units (granted hereunder are assumed or permits the Restricted Stock Units to remain outstanding) as provided replaced in Section 2.4(aaccordance with Paragraph C.2(a) and Participant experiences a Qualifying Terminationthe Participant’s employment with the Company (or, the Restricted Stock Units or Substitute Award, as if applicable, shall become fully vested immediately prior to a successor corporation) is terminated by the date of Company or such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment successor for any reason reasons other than a Qualifying Termination during Cause or by the 24Participant for Good Reason, in each case, within the two-month year period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to then, as of the date of the Participant’s termination, the outstanding Restricted Stock Units without regard granted hereunder shall immediately vest and shall be paid immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph C.2, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the Change terms and conditions set forth in Controlthe Plan.

Effect of Change in Control. Notwithstanding anything to Upon the contrary occurrence of a “Change in Control,” as defined in Section 2.2 or 2.3 or 9(b), any restrictions, deferral of settlement, and forfeiture conditions applicable to an Award shall not lapse, and any performance goals and conditions applicable to an Award shall not be deemed to have been met, as of the Grant Agreement, in time of the event of a Change in Control, the following provisions shall apply: (a) If unless either (i) the successor or Company is the surviving entity in the Change in Control and the Award does not continue to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control, or (ii) the successor company does not assume or any affiliate theretosubstitute for the applicable Award, as determined in accordance with Section 10(c)(ii) assumes hereof. Upon the Restricted Stock Units occurrence of a “Change in Control,” as defined in Section 9(b), if either (or permits i) the Restricted Stock Units to remain outstanding) or replaces Company is the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity in the Change in Control and the Award does not continue to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control, or (ii) the successor company does not assume or substitute for the applicable Award, as determined in accordance with Section 10(c)(ii) hereof, the applicable Award Agreement may provide that any affiliate thereto) that (A) preserve the existing value restrictions, deferral of settlement, and forfeiture conditions applicable to an Award shall lapse, and any performance goals and conditions applicable to an Award shall be deemed to have been met, as of the Restricted Stock Units time of the Change in Control. If the Award continues to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control, or the successor company assumes or substitutes for the applicable Award, as determined in accordance with Section 10(c)(ii) hereof, the applicable Award Agreement may provide that with respect to each Award held by such Participant at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement awardControl, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c). (b) If event a Participant’s employment is terminated without Cause by the successor or surviving entity (Company or any affiliate thereto) does not assume Related Entity or replace by such successor company or by the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior to the occurrence of Participant for Good Reason within 24 months following such Change in Control. (c) If the successor or surviving entity (or , any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units restrictions, deferral of settlement, and forfeiture conditions applicable to remain outstanding) as provided in Section 2.4(a) each such Award shall lapse, and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Awardany performance goals and conditions applicable to each such Award shall be deemed to have been met, as applicable, shall become fully vested immediately prior to of the date of such termination. For on which the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in ControlParticipant’s employment is terminated.

Effect of Change in Control. Notwithstanding anything The following provisions shall apply if a Change in Control (as defined in Section 3(d)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(c)(3) below; provided, however, that this Award shall be deemed achieved as to the contrary in Section 2.2 Units for any Measurement Period for which the Committee has not yet certified the performance results, without regard to satisfaction of the performance goals set forth on Exhibit A, and such Units shall be the “Achieved Units” and such Achieved Units shall vest on the last day of the Measurement Period. For these purposes, this Award shall be considered assumed or 2.3 or the Grant Agreementreplaced if, in connection with the event of a Change in Control, the following provisions shall apply: (a) If either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor or surviving entity (or any affiliate theretoits parent corporation) assumes with appropriate adjustments to the Restricted Stock Units (or permits number and type of securities subject to the Restricted Stock Units to remain outstanding) or replaces Award that preserves the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing intrinsic value of the Restricted Stock Units Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective contains terms and the provisions set forth in the Plan, subject conditions that are substantially similar to Section 2.4(c)those of this Award. (b2) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior and to the occurrence of such Change extent that this Award is not continued, assumed or replaced in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of connection with a Change in Control, Sections 2.2 and 2.3 then the number of Units set forth on the first page of this Performance Stock Unit Award Agreement shall continue to apply with respect vest (to the Restricted Stock extent not already vested) at or immediately prior to the effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units without regard could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(c)(1), the Award and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(e)), then this Award and the number of Units set forth on the first page of this Performance Stock Unit Award Agreement shall immediately vest (to the extent not already vested).

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in (a) In the event of there is a Change in ControlControl (as defined below) and within the twelve (12) month period following such event Executive is terminated in a Without Cause Termination, or Executive elects to resign upon written notice to the Company following an event that constitutes Good Reason (as defined below), all outstanding stock options, restricted stock, restricted stock units, and any other unvested equity incentives shall become fully exercisable and vested as of the Date of such Change of Control and shall remain exercisable for their stated terms. In addition, the following provisions Company shall apply: (a) If (i) pay Executive upon such termination or resignation, in exchange for the successor or surviving entity (or any affiliate thereto) assumes Executive complying with the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control obligations and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule restriction set forth herein or referred to in Section 8, the severance payments and benefits due under Section eight (any such replacement award, 8)(a) above with respect to a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c)Without Cause Termination. (b) If A “Change in Control” shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the successor ownership of more than fifty percent (50%) of the outstanding voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation or entity and as a result of such merger or consolidation less than fifty percent (50%) of the outstanding voting securities of the surviving or resulting corporation or entity (or any affiliate thereto) does not assume or replace shall be owned in the Restricted Stock Units (or permit aggregate by the Restricted Stock Units to remain outstanding) former shareholders of the Company, as provided in Section 2.4(a), the Restricted Stock Units same shall become fully vested have existed immediately prior to such merger or consolidation, (iii) the occurrence Company shall sell all or substantially all of such Change its assets to another corporation or entity which is not a wholly-owned subsidiary, or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13 (d)(3) (as in Controleffect on the date hereof) of the Securities and Exchange Act of 1934 (“Exchange Act”), shall acquire more than fifty percent (50%) of the outstanding voting securities of the Company (whether directly, indirectly, beneficially, or of record). For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange Act. (c) If A resignation for “Good Reason” shall be deemed to have occurred if the successor Executive resigns his employment with the Company after the occurrence of any of the following events, to which the Executive has not expressly consented in writing: (i) a material reduction in the Executive’s Base Salary (other than one applicable to all senior management); (ii) a material reduction in job duties, authority, responsibilities and requirements inconsistent with the Executive’s position with the Company and the Executive’s prior duties, authority, responsibilities, and requirements or surviving entity a change in the Executive’s reporting relationship; (iii) a relocation of the Executive to a facility or location more than fifty (50) miles from the address of the Company’s headquarters office as of the effective date of this Agreement, or (iv) material breach by the Company of any of the material covenants herein. Any of the foregoing conditions described in this Section 11(c) will constitute “Good Reason” only if the Executive first delivers a notice of termination to the Company identifying such condition (or any affiliate theretoconditions) assumes or replaces within ninety (90) days after the Restricted Stock Units initial occurrence of such condition (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(aconditions) and Participant experiences such condition continues uncured for a Qualifying Terminationperiod of thirty (30) days after the delivery of such notice of termination. Notwithstanding the foregoing, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior Executive’s termination of employment will not be considered to be for Good Reason unless the date Company fails to cure such condition and such termination of such termination. For employment occurs within sixty (60) days of the avoidance expiration of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in ControlCompany’s (30) day cure period.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 Sections 3.1 through 3.4 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units Option (or permits the Restricted Stock Units Option to remain outstanding) or replaces the Restricted Stock Units Option with restricted stock units an option to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes satisfies the requirements set forth in U.S. Treasury Regulation section 1.409A-1(b)(5)(v)(D), the Option or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c3.5(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units Option (or permit the Restricted Stock Units Option to remain outstanding) as provided in Section 2.4(a3.5(a), the Restricted Stock Units Option shall become fully vested and exercisable immediately prior to the occurrence of such Change in Control and shall remain outstanding until the Change in Control, subject to the Administrator’s discretion to take any action with respect to the Option permitted under Section 14.2 of the Plan. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units Option (or permits the Restricted Stock Units Option to remain outstanding) as provided in Section 2.4(a3.5(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units Option or Substitute Award, as applicable, shall become fully vested and exercisable immediately prior to the date of such terminationtermination and shall remain outstanding and exercisable until the date set forth in Section 3.4(a). For the avoidance of doubt, if Participant incurs a Termination of B-4 Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 3.1 through 3.4 shall continue to apply with respect to the Restricted Stock Units Option without regard to the Change in Control. IV.

Effect of Change in Control. (a) Notwithstanding anything any other provision of the Plan to the contrary contrary, and except as may be otherwise provided in an employment agreement or other agreement between the Participant and the Corporation or required under Code Section 2.2 409A, related regulations or 2.3 or the Grant Agreementother guidance, in the event of a Change in Control (as defined in Section 4(c) herein), the Option, if outstanding as of the date of such Change in Control, the following provisions shall apply: (a) If (i) the successor become fully exercisable, whether or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c)otherwise exercisable. (b) If Notwithstanding the successor foregoing, in the event of a merger, share exchange, reorganization, sale of all or substantially all of the assets of the Corporation or other similar transaction or event affecting the Corporation or its shareholders or an Affiliate, the Administrator may, in its sole and absolute discretion, determine that the Option shall not become exercisable on an accelerated basis, if the Corporation or the surviving entity or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or any affiliate thereto) does not assume equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or replace appropriate to protect the Restricted Stock Units (or permit rights and interests of the Restricted Stock Units Participant. For the purposes herein, if the Committee is acting as the Administrator authorized to remain outstanding) as make the determinations provided for in this Section 2.4(a4(b), the Restricted Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the merger, share exchange, reorganization or other transaction or event affecting the Corporation, its shareholders or an Affiliate. (c) For the purposes herein, except as may be otherwise required in order to comply with Code Section 409A, a “Change in Control” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, fifty percent (50%) or more of the outstanding Common Stock Units shall become fully vested of the Corporation; (ii) The date the shareholders of the Corporation approve a definitive agreement (A) to merge or consolidate the Corporation with or into another corporation or other business entity (each, a “corporation”), in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of Common Stock of the Corporation would be converted into cash, securities or other property of another corporation, in each case other than a merger or consolidation of the Corporation in which the holders of Common Stock immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least fifty percent (50%) of the Common Stock, or, if the Corporation is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; provided, however, that if consummation of such merger or consolidation is subject to the approval of federal, state or other regulatory authorities, then, unless the Administrator determines otherwise, a “Change in Control” shall not be deemed to occur until the later of the date of shareholder approval of such merger or consolidation or the date of final regulatory approval of such merger or consolidation; or (B) to sell or otherwise dispose of all or substantially all the assets of the Corporation; or (iii) The date there shall have been a change in a majority of the Board of Directors of the Corporation within a 12-month period unless the nomination for election by the Corporation’s shareholders of each new Director was approved by the vote of two-thirds of the members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the beginning of the 12-month period. (d) Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred in the event the Corporation forms a holding company as a result of which the holders of the Corporation’s voting securities immediately prior to the transaction hold, in approximately the same relative proportions as they held prior to the transaction, substantially all of the voting securities of a holding company owning all of the Corporation’s voting securities after the completion of the transaction. (For the purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Corporation, a subsidiary of the Corporation or any employee benefit plan(s) sponsored or maintained by the Corporation or any subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.) The Administrator shall have full and final authority, in its discretion, to determine whether a Change in Control of the Corporation has occurred pursuant to the above definition, the date of the occurrence of such Change in ControlControl and any incidental matters relating thereto. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in Control.

Effect of Change in Control. Notwithstanding anything in this Agreement to the contrary in contrary, including Section 2.2 or 2.3 or the Grant Agreement3, in the event of a Change in Control, no cancellation, termination, acceleration of vesting, lapse of any restriction (performance or otherwise), or settlement or other payment shall occur with respect to any Awarded Shares, if and only if the following provisions shall applyCommittee (as constituted immediately before the consummation of the Change in Control) reasonably determines in good faith before the Change in Control that (i) this outstanding Award will be honored or assumed, or new rights substituted (such honored, assumed, or substituted Award being referred to as a “Replacement Award”) by the successor, and (ii) such Replacement Award: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that be (A) preserve based on shares of common stock that are traded on a registered U.S. securities exchange or (B) an award of cash having the existing same economic value; (ii) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Agreement, including, but not limited to, an identical or better vesting schedule and identical or better timing and methods of payment; (iii) have substantially equivalent economic value of to the Restricted Stock Units Awarded Shares under this Agreement, determined at the time of the Change in Control and Control; and (Biv) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective have terms and the provisions set forth conditions that provide that in the Plan, subject to Section 2.4(c). (b) If event that the successor Grantee’s Continuous Status as an Employee or surviving entity (or any affiliate thereto) does not assume or replace Consultant is involuntarily terminated by the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior to the occurrence of such Change in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment Company for any reason other than a Qualifying Termination during for Cause within two years following the 24-month period commencing on the date of a Change in Control, Sections 2.2 any conditions on the Grantee’s rights under, or any restrictions on transfer applicable to, the Awarded Shares shall be waived or shall lapse, as the case may be, and 2.3 any performance-based restrictions shall continue be deemed to apply have been achieved at target level performance. If, however, Replacement Awards are not granted in accordance with respect to this section, restrictions on the Restricted Stock Awarded Shares shall terminate; and such Awarded Units without regard to the Change in Controlshall be immediately vested.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 Sections 3.1 through 3.4 or the Grant Agreement, in the event of a Change in Control, the following provisions shall apply: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units Option (or permits the Restricted Stock Units Option to remain outstanding) or replaces the Restricted Stock Units Option with restricted stock units an option to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes satisfies the requirements set forth in U.S. Treasury Regulation section 1.409A-1(b)(5)(v)(D), the Option or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c3.5(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units Option (or permit the Restricted Stock Units Option to remain outstanding) as provided in Section 2.4(a3.5(a), the Restricted Stock Units Option shall become fully vested and exercisable immediately prior to the occurrence of such Change in Control and shall remain outstanding until the Change in Control, subject to the Administrator’s discretion to take any action with respect to the Option permitted under Section 14.2 of the Plan. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units Option (or permits the Restricted Stock Units Option to remain outstanding) as provided in Section 2.4(a3.5(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units Option or Substitute Award, as applicable, shall become fully vested and exercisable immediately prior to the date of such terminationtermination and shall remain outstanding and exercisable until the date set forth in Section 3.4(a). For the avoidance of doubt, if Participant incurs a Termination of A-4 Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 and 2.3 3.1 through 3.4 shall continue to apply with respect to the Restricted Stock Units Option without regard to the Change in Control. IV.

Effect of Change in Control. Notwithstanding anything to the contrary set forth in Section 2.2 or 2.3 or the Grant Agreement2(a) above, in the event of a Change in Control, the following rules shall apply with respect to the RSUs granted hereunder in lieu of the provisions shall applyof Section 2(a) above: (a) If (i) Unless otherwise determined by the successor Committee, if a Change in Control occurs prior to a Vesting Date and the Employee remains employed with the Company or surviving entity (or any affiliate thereto) assumes its Subsidiaries following the completion of such Change in Control, then this Restricted Stock Units Unit Award shall be converted into a right to receive a cash payment equal to the sum of (or permits x) the Restricted Stock Units product of (1) the number of RSUs outstanding that have not been settled in Shares pursuant to remain outstandingSection 2(a)(ii) or replaces and (2) the Restricted Stock Units with restricted stock units CIC Per Share Price (such product, the “CIC Cash Value”) and (y) an amount equal to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value interest on the CIC Cash Value at a rate equal to LIBOR plus 2.0% per annum, computed on the basis of a year of 364 days, calculated daily for each day following the Restricted Stock Units at the time closing date of the Change in Control transaction through the date immediately preceding the date on which such cash payment becomes vested (the sum of clauses (x) and (By), the “CIC Settlement Amount”). Subject to the provisions of Section 2(b)(ii) provide for distribution below, the CIC Settlement Amount shall vest in accordance with a the vesting schedule that is the same or more favorable applicable to Participant than the Restricted Stock Unit vesting schedule set forth herein Award, as described in Section 2(a)(i) hereof, so long as the Employee remains employed with the Company, any subsidiary or successor or acquirer thereof (or any such replacement awardof its affiliates) in the Change in Control through each applicable Vesting Date. The vested portion of the CIC Settlement Amount shall be paid to the Employee within ten (10) business days following each applicable Vesting Date. (ii) Notwithstanding anything in this Agreement to the contrary, if the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or by the Employee for Good Reason during the twenty-four (24) month period following a Change in Control (each, a “Substitute AwardQualifying Termination”) (and (ii) any assumption or replacement described prior to a Vesting Date), the Employee shall immediately vest in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A the remaining unvested CIC Settlement Amount, and the guidance issued thereunderportion of the CIC Settlement Amount not previously paid pursuant to Section 2(b)(i) shall be paid to the Employee within ten (10) business days following such termination date. In the event that, then pursuant to Section 2(b)(i) above, the Committee determines that, upon a Change in Control, the Restricted Stock Units or such Substitute Unit Award shall remain outstanding and as the right to receive Shares or be governed by their respective terms and the provisions set forth in the Plan, subject converted into a right to Section 2.4(c). (b) If receive shares of the successor corporation or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a)an affiliate, the Restricted Stock Units shall become fully vested immediately prior to the occurrence of such Change in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences then, upon a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior Employee’s restricted stock units outstanding on such date will be cancelled in exchange for a cash payment equal to the date product of (x) the total number of shares of common stock underlying such outstanding restricted stock units not previously settled in shares and (y) the per share fair market value of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing common stock on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in ControlQualifying Termination.

Effect of Change in Control. Notwithstanding anything The following provisions shall apply if a Change in Control (as defined in Section 3(d)) occurs while Units remain outstanding pursuant to this Award. (1) If the surviving or successor entity (which may include the Company), or such entity’s parent corporation, continues, assumes or replaces this Award (with such adjustments as may be required or permitted by Section 17 of the Plan), this Award or its replacement shall remain outstanding and be governed by its terms, including Section 3(c)(3) below; provided, however, that this Award shall be deemed earned as to the contrary in Section 2.2 Target Units for any annual performance period for which the Committee has not yet certified the performance results, without regard to satisfaction of the performance goals set forth on Exhibit A, and such Target Units shall be the “Earned Units” and such Earned Units shall vest on the last day of each such annual performance period. For these purposes, this Award shall be considered assumed or 2.3 or the Grant Agreementreplaced if, in connection with the event of a Change in Control, the following provisions shall apply: (a) If either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor or surviving entity (or any affiliate theretoits parent corporation) assumes with appropriate adjustments to the Restricted Stock Units (or permits number and type of securities subject to the Restricted Stock Units to remain outstanding) or replaces Award that preserves the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing intrinsic value of the Restricted Stock Units Award existing at the time of the Change in Control, or (ii) you have received a comparable equity-based award that preserves the intrinsic value of this Award existing at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective contains terms and the provisions set forth in the Plan, subject conditions that are substantially similar to Section 2.4(c)those of this Award. (b2) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior and to the occurrence of such Change extent that this Award is not continued, assumed or replaced in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of connection with a Change in Control, Sections 2.2 and 2.3 then the Target Units shall continue to apply with respect fully vest at or immediately prior to the Restricted Stock effective time of the Change in Control. The Committee may alternatively provide that this Award shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for a payment to you in an amount equal to the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control transaction by a Company stockholder for the number of Shares for which outstanding Units without regard could then be settled (or, if no consideration would be received by the Company’s stockholders in the Change of Control transaction, the fair market value (as determined in good faith by the Committee) of such number of Shares immediately prior to the Change in Control). Payment of any such amount may be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms. (3) If and to the extent that this Award is continued, assumed or replaced under the circumstances described in Section 3(c)(1), the Award and if within 12 months after the Change in Control you experience an Employment Termination Event (as defined in Section 3(e)), then this Award and any outstanding Units shall immediately vest in full as to the Target Units.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in the event of a Change in ControlControl that occurs prior to the Certification Date, the following provisions shall apply: (a) If (i) the successor or surviving entity (or any affiliate thereto) assumes the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve the existing value of the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section Sections 2.4(c) and (d). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a)) and Participant remains continuously employed as of immediately prior to such Change in Control, then the Restricted Stock Units shall become fully vested vest in full as of immediately prior to the occurrence of such Change in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying TerminationTermination or a Termination of Employment by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), in any case, prior to or on December 31, 2016, then the Restricted Stock Units shall vest in full as of the termination date. (d) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination or a Termination of Employment by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), in any case, following December 31, 2016 but prior to the Certification Date, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior remain outstanding and eligible to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing vest on the date Certification Date based on the achievement of a Change the Performance Goals in Control, Sections 2.2 accordance with the Grant Agreement and 2.3 shall continue to apply with respect to the Restricted Stock Units without regard to the Change in ControlSection 2.2.

Effect of Change in Control. Notwithstanding anything 15.1 Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary contrary: (a) In the event of a Participant’s termination of Continuous Service without Cause or for Good Reason during the 24-month period following a Change in Section 2.2 Control, notwithstanding any provision of the Plan or 2.3 any applicable Award Agreement to the contrary, all outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or the Grant AgreementRestricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant’s termination of Continuous Service. (b) With respect to Performance Share Awards and Cash Awards, in the event of a Participant’s termination of Continuous Service without Cause or for Good Reason, in either case, within 24 months following a Change in Control, all Performance Goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met as of the date of the Participant’s termination of Continuous Service. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event of a Change in Control, the following provisions shall apply: (a) If (i) Committee may in its discretion and upon at least 10 days’ advance notice to the successor affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or surviving entity stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or any affiliate thereto) assumes SAR Exercise Price in the Restricted case of a Stock Units (or permits the Restricted Stock Units to remain outstanding) or replaces the Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate theretoAppreciation Right) that (A) preserve equals or exceeds the existing value price paid for a share of Common Stock in connection with the Restricted Stock Units at the time of the Change in Control and (B) provide for distribution in accordance with a vesting schedule that is the same or more favorable to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior to the occurrence of such Change in Control. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination during the 24-month period commencing on the date of a Change in Control, Sections 2.2 the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and 2.3 shall continue to apply with respect to business of the Restricted Stock Units without regard to the Change in ControlCompany and its Affiliates, taken as a whole.

Effect of Change in Control. Notwithstanding anything to the contrary set forth in Section 2.2 or 2.3 or the Grant Agreement2(a), in the event of a Change in Control, the following rules shall apply with respect to the RSUs granted hereunder in lieu of the provisions shall apply:of Section 2(a): (a) If (i) Unless otherwise determined by the successor Committee, if a Change in Control occurs prior to the Vesting Date and the Employee remains employed with the Company or surviving entity its Affiliates through the completion of such Change in Control, then the RSUs shall be converted into a right to receive a cash payment equal to the sum of (or any affiliate theretox) assumes the Restricted Stock Units product of (or permits 1) the Restricted Stock Units number of RSUs outstanding that have not been settled in Shares in accordance with Section 2(a)(ii) and (2) the CIC Per Share Price (such product, the “CIC Cash Value”) and (y) an amount equal to remain outstanding) or replaces the Restricted Stock Units with restricted stock units interest on the CIC Cash Value at a rate equal to acquire stock in such successor or surviving entity (or any affiliate thereto) that (A) preserve LIBOR plus 2.0% per annum, computed on the existing value basis of a year of 364 days, calculated daily for each day following the Restricted Stock Units at the time closing date of the Change in Control transaction through the date immediately preceding the date on which such cash payment becomes vested (the sum of clauses (x) and (B) provide for distribution y), the “CIC Settlement Amount”). Subject to the provisions of Section 2(b)(ii), the CIC Settlement Amount shall vest in accordance with a vesting schedule that is Section 2(a)(i), so long as the same Employee remains employed with the Company, any Affiliate or more favorable successor or acquirer thereof (or any of its affiliates) in the Change in Control through the payment date. The CIC Settlement Amount shall be paid to Participant than the Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and Employee within ten business days following the Vesting Date. (ii) any assumption or replacement described Notwithstanding anything in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunder, then the Restricted Stock Units or such Substitute Award shall remain outstanding and be governed by their respective terms and the provisions set forth in the Plan, subject to Section 2.4(c). (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a), the Restricted Stock Units shall become fully vested immediately prior this Agreement to the occurrence of such Change in Control. (c) If contrary, if the successor Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or surviving entity (or any affiliate thereto) assumes or replaces by the Restricted Stock Units (or permits the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to Employee for Good Reason on the date of such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment for any reason other than a Qualifying Termination Change in Control or during the 24-month period commencing on following the date Change in Control (and prior to the payment of the CIC Settlement Amount) (each, a “Qualifying Termination”), the Employee shall immediately vest in the CIC Settlement Amount, and the CIC Settlement Amount shall be paid to the Employee within ten business days following such termination date. If, pursuant to Section 2(b)(i), the Committee determines that, upon a Change in Control, Sections 2.2 and 2.3 the RSUs shall continue remain outstanding as the right to apply with respect receive Shares or be converted into a right to receive shares of the successor corporation or an affiliate, then, upon a Qualifying Termination, the Employee’s RSUs or replacement units outstanding on such date will be cancelled in exchange for a cash payment equal to the Restricted Stock Units without regard to product of (x) the Change total number of Shares underlying such outstanding RSUs or replacement units not previously settled in Controlshares and (y) the per share fair market value of such Shares on the date of the Qualifying Termination.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in In the event of a Change in ControlControl (as defined in the Plan), the following provisions shall apply: (a) If (i) the successor or surviving entity corporation (or any affiliate thereto) (1) assumes the outstanding Options and Restricted Stock Units granted hereunder or (or permits the Restricted Stock Units to remain outstanding2) or replaces the outstanding Options and Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) equity awards that (A) preserve the existing value of the such Options and Restricted Stock Units at the time of the Change in Control and (B) provide for distribution subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Options and Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunderUnits, then the outstanding Options and Restricted Stock Units or such Substitute Award substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions set forth in of the Plan, subject to Section 2.4(c)Paragraph D.2(c) below. (b) If the successor outstanding Options and Restricted Stock Units granted hereunder are not assumed or surviving entity replaced in accordance with Paragraph D.2(a) above, then upon the Change in Control, (1) the outstanding Options granted hereunder shall immediately vest and become exercisable and shall remain outstanding in accordance with their terms and the outstanding Restricted Stock Units granted hereunder shall immediately vest and shall be paid immediately in accordance with their terms or, if later, as of the earliest permissible date under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (2), notwithstanding Paragraph D.2(b) (1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide for cancellation of the outstanding Options and Restricted Stock Units at the time of the Change in Control in which case a payment of cash, property or any affiliate thereto) does not assume or replace a combination thereof shall be made to the Participant that is determined by the Board in its sole discretion and that, in the case of the Restricted Stock Units (or permit the Restricted Stock Units to remain outstanding) as provided in Section 2.4(a)Units, the Restricted Stock Units shall become fully vested immediately prior is at least equal to the occurrence value of the consideration that would be received in such Change in ControlControl by the holders of PepsiCo’s securities relating to such awards and, in the case of the outstanding Options, is at least equal to the excess, if any, of the value of such consideration over the Option Exercise Price for such Options. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the outstanding Options and Restricted Stock Units (granted hereunder are assumed or permits the Restricted Stock Units to remain outstanding) as provided replaced in Section 2.4(aaccordance with Paragraph D.2(a) and Participant experiences a Qualifying Terminationthe Participant’s employment with the Company (or, the Restricted Stock Units or Substitute Award, as if applicable, shall become fully vested immediately prior to a successor corporation) is terminated by the date of Company or such termination. For the avoidance of doubt, if Participant incurs a Termination of Employment successor for any reason reasons other than a Qualifying Termination during Cause or by the 24Participant for Good Reason, in each case, within the two-month year period commencing on the date of a Change in Control, Sections 2.2 then, as of the date of the Participant’s termination, (1) the outstanding Options granted hereunder shall immediately vest and 2.3 become exercisable and shall continue to apply with respect to remain outstanding until the Expiration Date and (2) the outstanding Restricted Stock Units without regard granted hereunder shall immediately vest and shall be paid immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph D.2, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the Change terms and conditions set forth in Controlthe Plan.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in In the event of a Change in ControlControl (as defined in the Plan), the following provisions shall apply: (a) If (i) the successor or surviving entity corporation (or any affiliate thereto) (1) assumes the outstanding Restricted Stock Units granted hereunder or (or permits the Restricted Stock Units to remain outstanding2) or replaces the outstanding Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) equity awards that (A) preserve the existing value of the such Restricted Stock Units at the time of the Change in Control and (B) provide for distribution subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunderUnits, then the outstanding Restricted Stock Units or such Substitute Award substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions set forth in of the Plan, subject to Section 2.4(c)Paragraph 8(c) below. (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the outstanding Restricted Stock Units granted hereunder are not assumed or replaced in accordance with Paragraph 8(a) above, then upon the Change in Control, (or permit 1) the outstanding Restricted Stock Units to remain outstandinggranted hereunder shall immediately vest and shall be payable immediately in accordance with their terms or, if later, as of the earliest permissible date under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as provided in Section 2.4(aand (2), notwithstanding Paragraph 8(b) (1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide for cancellation of the outstanding Restricted Stock Units at the time of the Change in Control in which case a payment of cash, property or a combination thereof shall become fully vested immediately prior be made to the occurrence Participant that is determined by the Board in its sole discretion and that is at least equal to the value of the consideration that would be received in such Change in ControlControl by the holders of PepsiCo’s securities relating to such awards. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the outstanding Restricted Stock Units (granted hereunder are assumed or permits the Restricted Stock Units to remain outstanding) as provided replaced in Section 2.4(aaccordance with Paragraph 8(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to Participant’s employment with the date of such termination. For Company is terminated by the avoidance of doubt, if Participant incurs a Termination of Employment Company for any reason reasons other than a Qualifying Termination during Cause or by the 24Participant for Good Reason, in each case, within the two-month year period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to then, as of the date of the Participant’s termination, the outstanding Restricted Stock Units without regard granted hereunder shall immediately vest and shall be payable immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph 8, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the Change terms and conditions set forth in Controlthe Plan.

Effect of Change in Control. Notwithstanding anything to the contrary in Section 2.2 or 2.3 or the Grant Agreement, in In the event of a Change in ControlControl (as defined in the Plan), the following provisions shall apply: (a) If (i) the successor or surviving entity corporation (or any affiliate thereto) (1) assumes the outstanding Restricted Stock Units granted hereunder or (or permits the Restricted Stock Units to remain outstanding2) or replaces the outstanding Restricted Stock Units with restricted stock units to acquire stock in such successor or surviving entity (or any affiliate thereto) equity awards that (A) preserve the existing value of the such Restricted Stock Units at the time of the Change in Control and (B) provide for distribution subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule applicable to such Restricted Stock Unit vesting schedule set forth herein (any such replacement award, a “Substitute Award”) and (ii) any assumption or replacement described in (i) is structured such that Participant will not incur any taxes or penalties under Code Section 409A and the guidance issued thereunderUnits, then the outstanding Restricted Stock Units or such Substitute Award substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions set forth in of the Plan, subject to Section 2.4(c)Paragraph 8(c) below. (b) If the successor or surviving entity (or any affiliate thereto) does not assume or replace the outstanding Restricted Stock Units granted hereunder are not assumed or replaced in accordance with Paragraph 8(a) above, then upon the Change in Control, (or permit 1) the outstanding Restricted Stock Units to remain outstanding) granted hereunder shall immediately vest and shall be payable immediately in accordance with their terms or, if later, as provided in of the earliest permissible date under Code Section 2.4(a409A and (2), notwithstanding Paragraph 8(b)(1) but after taking into account the accelerated vesting set forth therein, the Board may, in its sole discretion, provide for cancellation of the outstanding Restricted Stock Units at the time of the Change in Control in which case a payment of cash, property or a combination thereof shall become fully vested immediately prior be made to the occurrence Participant that is determined by the Board in its sole discretion and that is at least equal to the value of the consideration that would be received in such Change in ControlControl by the holders of PepsiCo’s securities relating to such awards. (c) If the successor or surviving entity (or any affiliate thereto) assumes or replaces the outstanding Restricted Stock Units (granted hereunder are assumed or permits the Restricted Stock Units to remain outstanding) as provided replaced in Section 2.4(aaccordance with Paragraph 8(a) and Participant experiences a Qualifying Termination, the Restricted Stock Units or Substitute Award, as applicable, shall become fully vested immediately prior to Participant’s employment with the date of such termination. For Company is terminated by the avoidance of doubt, if Participant incurs a Termination of Employment Company for any reason reasons other than a Qualifying Termination during Cause or by the 24Participant for Good Reason, in each case, within the two-month year period commencing on the date of a Change in Control, Sections 2.2 and 2.3 shall continue to apply with respect to then, as of the date of the Participant’s termination, the outstanding Restricted Stock Units without regard granted hereunder shall immediately vest and shall be payable immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A. For purposes of this Paragraph 8, “Cause” and “Good Reason” are defined in the Plan and a termination for Cause or Good Reason is subject to the Change terms and conditions set forth in Controlthe Plan.