Executive Compensation Program Detailsfor Executives in Leadership Group 1 (effective for the 2017 Performance Year)

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Welcome to PepsiCo’s Executive Compensation Program.

Outstanding leadership is a competitive advantage—especially during

a period of unprecedented global change. PepsiCo executives must be

prepared for increasingly complex roles that require boosting growth,

sparking innovation and driving productivity to keep PepsiCo strong,

now and in the future.

Your leadership, commitment and results are recognized through

the Executive Compensation Program. This guide provides details on the

program, which includes Base Salary, Cash Bonuses and the Long-Term

Incentive (LTI) Award. I encourage you to read this information carefully

in order to understand your compensation opportunities.

Thank you for your continued focus, hard work and dedication to PepsiCo.

Indra NooyiPepsiCo Chairman and Chief Executive Officer

More details are available online at www.exec.pepsico.com.

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What’s InsideCompensation Program Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Compensation Philosophy 4

Leadership Groups 5

Executive Compensation at a Glance 6

Performance and Pay 7

Base Salary 8

Cash Bonuses 9

Long-Term Incentive Award 12

Events That Impact Your Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Newly Hired Executives 18

Executive Promotions 19

Retirement, Death, Total Disability or Termination 20

Retirement-Eligible Executives 24

Part-Time Executives 26

End Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Glossary of Terms 28Check the glossary for definitions of some of the terms used in this guide.

Legal Notices 29

To Learn More 31

!

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Compensation Program Overview

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Compensation PhilosophyOur Board-approved compensation philosophy is to maintain a strong competitive position

by targeting total compensation at the 75th percentile of peer companies. Peer companies are

the large, publicly traded companies with which we compete for talent and that have similar

cost structures. This provides significant differentiation for PepsiCo, because many of our peer

companies target total compensation at the median.

For equivalent executive roles and responsibilities, our philosophy results in market-leading

compensation when we deliver market-leading results. We review the program annually to

ensure we remain competitive and aligned with prevailing market practices.

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PepsiCo’s Desired Target Pay Position

TARGET PAY POSITION OF MOST

PEER COMPANIES

MEDIAN

PEPSICO’S DESIRED TARGET

PAY POSITION

0 100

PepsiCo’s Desired Target Pay Position

PepsiCo’s desired target pay position is above the target pay position of most of our peer companies.

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Leadership GroupsOur Executive Compensation Program is organized around eight Leadership Groups, from

Leadership Group 1 to Leadership Group 8. Roles are placed in the appropriate Leadership

Group based on a robust evaluation process, which assesses the scope, accountability and

complexity of the role. The Leadership Groups are designed to:

• Incent and motivate the development of skills and behaviors necessary to lead and

succeed in the PepsiCo operating model. These include building breadth and depth, and

collaborating across boundaries to drive growth, innovation and productivity. The best way

to develop these skills is by taking on a variety of critical experiences, supporting career

movement “across a lattice” and not only “up the ladder”.

• Align executive compensation with the external market and the scope and accountability

of each executive role. Our Leadership Groups recognize role differences and enable us to

differentiate compensation accordingly.

The Leadership Groups are the basis for the Base Salary, target bonuses and target LTI Awards

you receive. As you progress to higher Leadership Groups, the mix of your pay elements

(i.e., Base Salary, bonus and Long-Term Incentive Award) changes to reflect your growing

responsibility and the impact your decisions have on the success of PepsiCo.

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Leadership Group Job Title

LG1 Director

LG2Sr. Director

LG3

LG4Vice President

LG5

LG6Sr. Vice President

LG7

LG8 Sr. Vice President or President

Leadership Groups

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Executive Compensation at a GlanceAs an executive in Leadership Group 1, your executive compensation includes:

Base Salary

Cash Bonuses

• Annual Bonus

• Premium Bonus

Long-Term Incentive (LTI) Award

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2

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Currency for Rewards Outside the U.S.

PepsiCo is a global company with locations throughout the world; therefore, it’s not

possible to show all local currencies in this guide.

Please keep in mind:

• Base Salary and Cash Bonuses are paid in local currency.

• Annual LTI Award is a U.S. dollar value of Restricted Stock Units (RSUs).

Leadership Group

Base Salary

Target Annual Bonus

Target Premium

Bonus

Target Long-Term Incentive (LTI) Award*

LG1Range based

on local market

25% 10% $0–$40,000*

* All executives in Leadership Group 1 as of October 1 prior to the grant date will be considered for an LTI Award. Your business leaders will identify award recipients and award values based on performance and demonstration of critical leadership competencies and behaviors.

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Performance and PayThe goals of our Executive Compensation Program are simple: we want to attract, retain

and motivate world-class talent and to reward our executives for their contributions to the

success of the Company. Your annual compensation is variable based on your Individual and

Team performance as shown below.

Base SalaryIndividual performance determines merit increases. See page 8.

+

Cash

Bonuses

Annual BonusBased 70% on Team performance, 30% on Individual Contribution. See page 9.

Premium BonusBased 70% on Team performance, 30% on Individual Contribution. See page 9.

+Long-Term Incentive AwardIndividual performance and demonstration of critical leadership competencies and behaviors are used to determine who receives an LTI Award each year as well as its value. See page 12.

The Performance and Pay Connection

Individual Performance and the Compensation Index

Each year during the Performance Management Process, your manager rates your Individual

performance against your objectives. He or she assesses how well you completed your

Short-Term and Long-Term value driver objectives for the year and assigns you a rating

for each on a scale of 1–5. Performance ratings are then calibrated across your applicable

groups to determine your final ratings. These ratings are added together to determine your

Compensation Index, giving you an equal weighting for the achievement of both sets of goals.

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Base Salary Pay for performance starts with Base Salary. This is the amount you earn annually based

on your job and competitive market analysis. PepsiCo leverages broad salary ranges for the

Leadership Groups. Your position within the range is based on several criteria including the role

scope, historical performance and time spent in a Leadership Group. These broad salary ranges:

• Have significant overlap, allowing you to achieve Base Salary levels that are within the next

Leadership Group while you remain in your current Leadership Group.

• Provide flexibility to increase or maintain salary as responsibilities change.

• Are reviewed annually and set by country. Adjustments are made when necessary to stay

competitive with locally relevant compensation levels and to remain aligned with our target

pay philosophy.

Merit Increases

Executives in Leadership Group 1 are eligible for merit increases based on prevailing

market practices and performance against Short-Term and Long-Term value driver objectives

for the prior year.

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LG1

LG2-3

LG4-5

LG6-7

PepsiCo’s Executive Salary Ranges*

* Please contact your Human Resources representative for the specific range of salaries within your pay country. LG 8 roles are individually market-priced.

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Cash Bonuses As an executive at PepsiCo, you are eligible to receive two Cash Bonuses each year:

an Annual Bonus, plus a Premium Bonus, as shown below. All bonuses are subject

to approval by the Compensation Committee of PepsiCo’s Board of Directors.

Cash Bonuses at a Glance

Target Metrics Payout Period*

Annual Bonus

25% of Base Salary

Based on Team (70%) and Individual (30%)

performance.

Pays 100% in the first calendar quarter following

the performance year.

Premium Bonus

10% of Base Salary

Pays in equal thirds over three years, beginning

in the first calendar quarter following the

performance year.

* Payments scheduled for the first calendar quarter after a performance year will be made no later than March 15 for U.S . taxpayers; payment timing may vary outside U.S. for non-U.S. taxpayers..

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50%Productivity

50%Innovation

Net Revenue

Net Revenue30%

NOPBT20%*

IndividualContribution

(S/T) 15%

IndividualContribution

(L/T) 15%

Cash Flow20%

70% Team Score

30% Individual Contribution Score

The Team Score represents 70% of the total bonus score and is based on three financial metrics. A qualitative assessment will be performed and could adjust the Team Score by +/− 15 points. Total Team Score can range from 0–215% of the bonus target.

The Individual Contribution (I/C) Score represents 30% of the total bonus score and is based on your Compensation Index: the sum of your Short-Term (ST) and Long-Term (LT)

value driver objectives. The I/C Score can range from 0–150% of the bonus target.

Following the analysis of the financial metrics, Senior Management completes a qualitative

assessment that considers Share of Retail Sales performance and other qualitative factors

to ensure our results are achieved responsibly and that factors outside the business’s control

do not have an unintended impact on final bonus payments. This qualitative assessment can

adjust your Team Score by an additional +/–15 points. In addition, in order to drive growth of

PepsiCo’s Everyday Nutrition portfolio, the Team Score will be capped at 100% if Everyday

Nutrition Net Revenue goals are not achieved.

Financial targets may vary by Sector and/or region. A different bonus design applies

to employees in Global Groups (GBG, GNG and GSG) and certain other functions and/or

regions. All bonus payouts will be made in local currency and are subject to approval

by PepsiCo’s Compensation Committee.

Annual and Premium Bonuses

PepsiCo’s bonus design includes a combination of Team and Individual metrics that are both

financial and non-financial. Annual and Premium Bonuses will pay out based on the target

bonus amount and performance relative to predetermined Team and Individual metrics.

How Annual and Premium Bonuses Are Calculated

* Net Operating Profit Before Taxes (For Corporate executives, Net Income replaces NOPBT) ** Everyday Nutrition refers to products containing one or more “positive nutrition” ingredients, such as whole grains,

fruits and vegetables, dairy, protein and hydration.

[Qualitative Assessment = +/– 15 points]

The Qualitative Assessment considers: [Share of Retail Sales

performance and other qualitative factors]

Focus on Everyday Nutrition**: The Team Score will be capped at 100% if Everyday

Nutrition Net Revenue goals are not achieved.

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Annual Bonus Payout Timing

The Annual Bonus is paid in the calendar quarter following the performance year. You must

be actively employed on December 31 of the performance year (or PepsiCo’s fiscal year-end,

if earlier) to receive a bonus payment the following calendar quarter.

Premium Bonus Payout Timing

The Premium Bonus is calculated using the same Team and I/C Scores as the Annual Bonus,

but with different payout timing. The Premium Bonus is paid in equal thirds over three years,

beginning in the first calendar quarter following the performance year. You must be actively

employed on December 31 (or PepsiCo’s fiscal year-end, if earlier) of the performance year to

receive a bonus payment the following calendar quarter.

Note for U.S. Executives: Bonuses and Retirement Plans

• Annual Bonus payments are included as earnings for calculating pension benefits and

eligible pay for the 401(k) Plan, subject to tax laws and plan terms.

• Premium Bonus payments are not included as earnings for purposes of calculating pension

benefits or as eligible pay for 401(k) Plan purposes.

Premium Bonus Performance Year

Year Paid

March 2018 March 2019 March 2020

2017 33% 33% 34%

2018 — 33% 33%

2019 — — 33%

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Long-Term Incentive Award All Leadership Group 1 executives are eligible to receive an LTI Award; however, receipt

of an LTI Award will be on a selective basis to recognize and reward our strongest

Leadership Group 1 performers.

A pool of Restricted Stock Units (RSUs) will be provided to leaders in all Sectors, Corporate

functions and Global Groups for awards to Leadership Group 1 executives. Managers

and senior leaders will review all Leadership Group 1 executives in their purview (as of

October 1), evaluating:

1. Individual performance against annual objectives. Individuals must have a Compensation

Index (the sum of Short-Term and Long-Term value driver ratings) of 5–10 to be considered

for an award.

2. Demonstration of critical leadership competencies and behaviors as outlined in the

Leadership Excellence Framework.*

Evaluation criteria and award guidelines will be applied globally to ensure that the award

decisions made during calibration are equitable.

* See page 14 for further information on the Leadership Excellence Framework.

LTI Award AmountsManagers and leaders will review performance and leadership competencies and behaviors

when making award recommendations. LTI Award values for Leadership Group 1 executives

selected to receive an award* will range from $10,000 to $40,000. Here are the potential

award values based on Compensation Index:

Compensation Index(Short-Term + Long-Term Value Driver Objectives)

Global LTI Award Guidelines

9, 10 $30,000 minimum awardTotal Opportunity ($30,000, $35,000 or $40,000)

8$20,000 minimum award

Total Opportunity ($20,000, $25,000, $30,000, $35,000 or $40,000)

5, 6, 7 $0, $10,000, $15,000 or $20,000 award

2, 3, 4 No award

* Must be in a Leadership Group 1 role as of October 1 prior to the grant date to be considered for an award.

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LTI Awards will be granted 100% in RSUs to ensure the award always has value equal to the

current market price of PepsiCo Stock plus accrued dividends. Awards will vest 100% after

three years, subject to the terms and conditions of the applicable award agreement.

Example: Leadership Group 1 LTI Award

Here’s an example of a Leadership Group1 executive who receives a $20,000 RSU award.

Here’s what the executive receives and how the actual LTI Award is calculated (with a grant

price of $100):

LTI Award: $20,000

$20,000

÷ $100 Grant price

= 200 RSUs awarded

RSUs convert to shares of PepsiCo Common Stock at vesting.

LTI Award Amounts (continued)

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Leadership Excellence Framework

Outstanding leadership is a competitive advantage for PepsiCo—and an opportunity for you

to personally and continually drive business change, while taking your leadership capabilities

to the next level. PepsiCo’s Leadership Excellence Framework describes the competencies and

behaviors necessary for success at PepsiCo—for individuals at all levels of the organization,

regardless of business unit or function. All leaders contribute to and are accountable for our

success, and that includes creating an engaged workforce.

The competencies and behaviors in the Framework are aligned with our values and are focused

on what makes leaders successful today and in the future. These competencies provide clarity

into the capabilities necessary for future success and your readiness to take on challenging,

strategic and rewarding roles.

As you review your performance and complete your self-input, you will need to consider

how you have demonstrated these leadership competencies and behaviors while delivering

on your annual objectives. You can find detailed information regarding the Leadership Excellence

Framework at MyPepsiCo.com > Pay, Benefits and Career > Leadership Excellence Framework.

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RSUs at a GlanceThis table highlights the key features of RSUs.

RSUs

What they are

• Phantom units that represent the right to receive shares of PepsiCo Stock. Each RSU converts to a share of PepsiCo Stock when the restrictions lapse at vesting (generally three years after the grant date).

• Equity vehicle tied to the price of PepsiCo Stock.

• Potentially more stable than Stock Options because each RSU has an underlying value equal to PepsiCo’s stock price.

Vesting period

• Generally three years after the grant date.

• At that time, you own the underlying shares outright, receive future cash dividends and attain voting rights.

• During the vesting period, you receive the benefit from the potential growth of PepsiCo Stock and accrued dividend equivalents.

Value • The market price of PepsiCo Stock at any point in time plus accrued dividend equivalents.

At vesting Shares

• You receive the shares of PepsiCo Stock underlying your RSUs.

• The shares are transferred to your account at Merrill Lynch (net of taxes, if applicable).

• Shares may be held at Merrill Lynch, transferred to another personal brokerage account or sold for cash subject to PepsiCo’s Insider Trading Policy.

Cash

• Accrued dividend equivalents are paid out in cash.

• If you are paid by a U.S. payroll, this cash (net of taxes) will be paid via payroll shortly after the vesting.

• If you are paid by a non-U.S. payroll, this cash (net of taxes) will be transferred to your non-interest-bearing personal brokerage account at Merrill Lynch. » Cash from dividends can remain in your non-interest-bearing personal brokerage

account at Merrill Lynch, be transferred to another account or sent to you via check or wire transfer.

Taxation • RSUs and accrued dividend equivalents are generally taxed at payment.*

• The actual number of shares and dividend equivalents paid out is reduced to cover required taxes.

• Talk to your tax advisor to determine the tax impact for your situation.

*Timing and method may vary by country.

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LTI Award Acceptance: Action Required Every time you receive an LTI Award, you must acknowledge and accept the terms and conditions

in order for RSUs to vest, as described below:

• Executives in most countries: Shortly after the grant date, grant recipients will receive an

email invitation to log onto www.exec.pepsico.com, where they will find instructions to accept

their award online. The process is simple and has the same legal effect as manually signing

the agreement. You have until the deadline provided in your notification communication to

accept each grant.

• Executives working in Bangladesh, Chile, Cyprus, Denmark, Georgia, Honduras,

Hungary, Italy, Jordan, Kingdom of Saudi Arabia, Lebanon, Malaysia, Myanmar, Nigeria,

Pakistan, Panama, Republic of Korea, Serbia, Taiwan, Ukraine or Uruguay: Print the

LTI Award Summary page and Terms and Conditions from www.exec.pepsico.com. Sign

the LTI Award Summary and initial each page of the Terms and Conditions. Fax all pages

to the Executive Compensation Department at 1-914-253-2667, or scan and email to

execcompfax@pepsico.com.

If you do not accept the award by the stated deadline, it will be forfeited and cancelled.

Forfeited awards will not be reinstated under any circumstances.

PepsiCo’s Insider Trading Policy Certain employees who regularly have access to material non-public information about our

businesses are subject to PepsiCo’s Insider Trading Policy. In general, the executives are able

to perform PepsiCo stock transactions only during specified quarterly window periods and

after clearance is received from the Law Department. If you are subject to this policy, you

will receive information from the Law Department.

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Events That Impact Your CompensationThe following pages contain important information about how different events

can affect specific components of your compensation.

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Newly Hired Executives If you were hired in the last year:

Compensation Component What Happens

Base Salary Your Base Salary is determined by your position and competitive local market analysis of similar jobs within your salary Leadership Group.

Annual Bonus If you’re hired on or before October 1, you’re immediately eligible to participate in the Annual Bonus program. Bonus amounts will be prorated based on the number of full months* you worked during the performance year. Executives hired after October 1 will be eligible to participate in the Annual Bonus program on January 1 of the following performance year.

Premium Bonus If you’re hired on or before October 1, you’re immediately eligible to participate in the Premium Bonus program. Bonus amounts will be prorated based on the number of full months* you worked during the performance year. Executives hired after October 1 will be eligible to participate in the Premium Bonus program on January 1 of the following performance year.

Annual LTI Award If you are newly hired as a Leadership Group 1 executive on or before October 1, you will be considered for an LTI Award based on your individual performance and demonstration of critical leadership behaviors.

*If your hire date is on or before the 15th of the month, it is considered a full month.

PepsiCo’s Insider Trading Policy

Depending on your role, you may be subject to PepsiCo’s Insider Trading Policy. If you are subject

to the policy, additional information will be provided to you by the PepsiCo Law Department.

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Executive Promotions If you are promoted to Leadership Group 1, here’s how your compensation changes:

Compensation Component What Happens

Base Salary Base Salary increases vary by country and are based on local market practice.

Annual and Premium Bonuses Your target bonus increases. Your actual bonus will be calculated based on the number of full months* you worked at at your new Leadership Group and prior level/bonus target during the performance year, and your Base Salary as of December 31 (or PepsiCo’s fiscal year-end, if earlier).

Annual LTI Award If you are promoted to Leadership Group 1 on or before October 1, you will be considered for an LTI Award based on your individual performance and demonstration of critical leadership behaviors.

For details on how your compensation changes if you are promoted to Leadership Group 2 or higher, please see the Program Details for Executives in Leadership Groups 2-7 in the Publication section at www.exec.pepsico.com.

*If you’re promoted on or before the 15th of the month, it is considered a full month at the higher Leadership Group.

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Retirement, Death, Total Disability or Termination This section describes how your compensation is affected if you leave the Company. In all cases,

Stock Options and RSUs are governed by the terms and conditions set out in the applicable

award agreements and plan documents. Different terms may apply to awards granted under

prior The Pepsi Bottling Group programs. Consult the applicable award agreements and plan

documents for details.

Retirement

Compensation Component

What Happens

Annual Bonus A prorated Annual Bonus is paid in the first calendar quarter after the performance year based on the number of full months* worked during the performance year. The full payout will be based entirely on your actual Team Score (no I/C component).

Premium Bonus A prorated Premium Bonus earned during the year of retirement is paid in one installment in the following year. Proration is based on the number of full months* worked during the performance year. Payments are made in the first calendar quarter after the performance year. The full payout will be based entirely on your actual Team Score (no I/C component).

All amounts payable from prior years vest immediately and are paid as soon as possible following the retirement date.

*If your retirement date occurs after the 15th of the month, it is considered a full month.

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Retirement (continued)

Compensation Component

What Happens

Annual and Promotion LTI Award: RSUs and Related Dividend Equivalents (if any)

If you’re between the ages of 55 and 62 at retirement, a prorated portion of the RSUs will vest and convert to shares of PepsiCo Stock as soon as administratively possible following the date of your retirement:

• Proration for both RSUs and related dividend equivalents is based on the number of calendar days from the grant date to the date of retirement divided by the number of calendar days from the grant date to the original vesting date.

• You’ll receive the shares and dividend equivalents, net of applicable taxes (see page 15).

• Remaining unvested RSUs will be cancelled.

If you’re age 62 or older at retirement, 100% of unvested RSUs will vest and convert to shares of PepsiCo Stock on the date of retirement. You’ll receive the shares and dividend equivalents, net of applicable taxes (see page 15).

Note: Your RSUs will pay out on a prorated basis once you are “eligible for retirement.” Therefore, the number of RSUs that vest at retirement will be reduced by the number of RSUs that previously vested and paid out when you became eligible to retire (see page 24).

Annual and Promotion LTI Award: Stock Options (if any)

Vested Stock Options may be exercised any time before expiration (generally, 10 years from the grant date).

For unvested Stock Options:

• If you’re between the ages of 55 and 62 at retirement, a prorated portion of the unvested Stock Options will vest on the date of retirement:

» Proration is based on the number of calendar days from the grant date to the date of retirement, divided by the number of calendar days from the grant date to the original vesting date.

» These vested Stock Options will become exercisable on the original vesting date and can be exercised until the expiration date (generally, 10 years from the grant date).

» Remaining unvested Stock Options will be cancelled.

• If you’re age 62 or older at retirement, 100% of unvested Stock Options will vest on the date of retirement:

» These vested Stock Options will become exercisable on the original vesting date and can be exercised until the expiration date (generally, 10 years from the grant date).

SharePower Stock Options*

(if any)100% of your unvested SharePower Stock Options, if any, vest on your retirement date and become exercisable as soon as practicable thereafter. Vested SharePower Stock Options must be exercised before expiration (generally, 10 years from the grant date).

*Includes SharePower, Chairman’s, Harvey C. Russell, Fellows and Larry D. Thompson Awards.

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Death or Total Disability*

If you die or become totally disabled, the following will occur:

Compensation Component

What Happens

Annual Bonus Your Annual Bonus will be prorated based on the number of full months** worked during the performance year and paid in the first calendar quarter after the performance year. The full payout will be based entirely on your actual Team Score (no I/C component).

Premium Bonus A prorated Premium Bonus earned during the year of Total Disability or death will be paid in one installment in the following year. Proration is based on the number of full months** worked during the performance year. Payments are made in the first calendar quarter after the performance year. The full payout will be based entirely on your actual Team Score (no I/C component).

All amounts payable from prior years vest immediately and are paid as soon as possible following the date of death or Total Disability.

LTI Award: RSUs and Related Dividend Equivalents (if any)

100% of unvested RSUs will convert to shares of PepsiCo Common Stock on the date of death or Total Disability.

You’ll receive the shares and dividend equivalents, net of taxes (if applicable), as soon as administratively possible following the date of Total Disability or death (see page 15).

LTI Award: Stock Options (if any)

Vested Stock Options may be exercised any time before expi-ration (generally, 10 years from the grant date).

For unvested Stock Options:

• Unvested Stock Options will vest 100% on the date of death or Total Disability.

• These vested Stock Options will become exercisable on the original vesting date and can be exercised until the expiration date (generally, 10 years from the grant date).

SharePower Stock Options*** (if any)

Death

SharePower Stock Options, if any, vest and become exercisable by your estate as soon as practicable thereafter.

Total Disability

SharePower Stock Options, if any, continue to vest and become exercisable according to the normal vesting schedule for each grant.

SharePower Stock Options must be exercised before expiration (generally, 10 years from the grant date).

* For purposes of your Annual and Premium Bonuses and LTI Awards (other than SharePower Stock Options), “Total Disability” means being considered totally disabled under the PepsiCo Long-Term Disability Plan (as amended and restated from time to time) that applies to you, with such status having resulted in benefit payments from such plan and 12 months having elapsed since being considered to be disabled from the cause of the current disability.

**If death or Total Disability occurs on or after the 15th of the month, it is considered a full month.*** For purposes of your SharePower Stock Options, “Total Disability” means being considered totally disabled under the

PepsiCo Long-Term Disability Plan (as amended and restated from time to time). Includes SharePower, Chairman’s, Harvey C. Russell, Fellows and Larry D. Thompson Awards.

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Termination

These rules apply in the case of any termination of your employment other than by reason

of retirement, death or Total Disability described on the previous pages.

Compensation Component

What Happens

Annual Bonus You will receive the Annual Bonus only if you were actively employed through December 31 (or PepsiCo’s fiscal year-end, if earlier). Payment is made in the first calendar quarter after the performance year.

Premium Bonus • You must be actively employed through December 31 (or PepsiCo’s fiscal year-end, if earlier) prior to each of the three payment dates.

• Payment is made according to the normal schedule.

• All unvested amounts are forfeited.

LTI Award: RSUs and Related Dividend Equivalents (if any)

Shares and dividend equivalents that were previously transferred to your non-interest-bearing personal brokerage account at Merrill Lynch will remain in your account until you choose to transfer them to another personal brokerage account or sell the shares for cash.

Unvested RSUs are cancelled; unvested dividend equivalents are forfeited.

LTI Award: Stock Options (if any)

Vested Stock Options must be exercised by the last NYSE trading day within the 90-day period following your termination date, but not later than the option’s expiration date.

Unvested Stock Options are cancelled.

SharePower Stock Options*

(if any)Vested SharePower Stock Options, if any, must be exercised by the last NYSE trading day within the 90-day period following your termination date, but not later than the option’s expiration date.

Unvested SharePower Stock Options will be cancelled.

*Includes SharePower, Chairman’s, Harvey C. Russell, Fellows and Larry D. Thompson Awards.

PepsiCo’s Insider Trading Policy

If you are subject to PepsiCo’s Insider Trading Policy and leave the Company, please note the following:

Retire or terminate during a trading window Retire or terminate outside a trading window

• You remain subject to the Insider Trading Policy until the trading window closes.

• Law Department clearance is required for any PepsiCo stock transactions (including Stock Option exercises) during the trading window.

• Once the window closes, you are no longer subject to the Insider Trading Policy.

• You remain subject to the Insider Trading Policy until the next trading window opens.

• You are prohibited from performing any PepsiCo stock transactions (including Stock Option exercises) until the next trading window opens.

• Once the next trading window opens, you are no longer subject to the Insider Trading Policy.

Employees are prohibited from trading in PepsiCo securities while they have access to material, non-public information about PepsiCo. The PepsiCo Law Department may extend the period during which a departing executive remains subject to the Insider Trading Policy to ensure compliance with this obligation.

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Retirement-Eligible Executives U.S. tax regulations require your RSUs from annual grants to vest and be paid out on a prorated

basis when you become eligible to retire (see page 28), regardless of where you are located and

regardless of whether or not you actually retire.

• If you are eligible to retire on or before the first, second or third March 1 following the grant date

(and are not age 62 or older on these dates), a prorated portion of your RSUs will vest even if you

do not retire.

• If you are eligible to retire on or before the first March 1 following the grant date, 33% of the

RSU award shall vest on the first March 1 following the grant date even if you do not retire.

• If you are eligible to retire on or before the second March 1 following the grant date, 66% of

the award shall vest on the second March 1 following the grant date even if you do not retire

(net of any RSUs already paid).

• If you are eligible to retire on or before the third March 1 following the grant date, 100% of

the award shall vest on the third March 1 following the grant date even if you do not retire

(net of any RSUs already paid).

• Proration is based on when you reach retirement eligibility during the three-year vesting

period of the award.

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Retirement-Eligible Executives (continued) The following examples illustrate the pro-rata vesting of RSUs granted in 2018 when an

executive is retirement-eligible and is not 62 or older.

• If you are eligible to retire on or before the first, second or third March 1 following the grant date

and are at least age 62 on or before each March 1, 100% of your RSUs will vest (net of any RSUs

already paid), even if you do not retire.

• When RSUs vest, they convert to shares of PepsiCo Common Stock, and the related accrued

dividend equivalents are paid out in cash. RSUs and accrued dividend equivalents are generally

taxable upon vesting.

• Any applicable RSU payouts will occur no later than March 15 of the respective year.

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How RSUs Vest for Retirement-Eligible Executives

An executive becomes eligible for retirement on March 1, 2017 and remains active. Here’s how the RSUs vest and are paid:

Year

RSU Grant Date Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021

Mar 2016 1/3 vests 1/3 vests 1/3 vests

Mar 2017 1/3 vests 1/3 vests 1/3 vests

Mar 2018 1/3 vests 1/3 vests 1/3 vests

Mar 2019 1/3 vests 1/3 vests

Mar 2020 1/3 vests

An executive becomes eligible for retirement on March 1, 2018 and remains active. Here’s how the RSUs vest and are paid:

Year

RSU Grant Date Mar 2016 Mar 2017 Mar 2018 Mar 2019 Mar 2020 Mar 2021

Mar 2016 2/3 vests 1/3 vests

Mar 2017 1/3 vests 1/3 vests 1/3 vests

Mar 2018 1/3 vests 1/3 vests 1/3 vests

Mar 2019 1/3 vests 1/3 vests

Mar 2020 1/3 vests

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Part-Time Executives This section describes how your compensation is affected if you are scheduled to work less

than five days per week.

Compensation Component

What Happens

Base Salary Your Base Salary will be prorated based on your scheduled hours.

Annual and Premium Bonuses

Target bonuses will be based on your prorated salary and the bonus targets for your Leadership Group.

LTI Award Receipt of an LTI Award will be based on your individual performance and demonstration of critical leadership competencies and behaviors. The award will not be prorated.

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End Notes

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Glossary of Terms Grant date. The date on which the LTI Award is granted after approval by PepsiCo’s

Board of Directors.

Grant price. The average of the high and low prices of PepsiCo Stock on the New York

Stock Exchange on the grant date rounded up to the nearest quarter.

Market. The median pay at peer companies in a given location.

Peer companies. Large, publicly traded companies with which we compete for talent and

that have similar cost structures.

Retirement eligibility. For purposes of the Annual and Premium Bonuses and LTI Awards,

retirement eligibility is defined as:

• Anyone who is age 55 or older with 10 or more years of employment with PepsiCo, or

• Anyone who is age 65 or older with five or more years of employment with PepsiCo.

For purposes of determining eligibility, years of employment is determined based on the

method used to calculate years of credited service under PepsiCo’s U.S. salaried retirement plan.

75th percentile. A compensation level that is greater than three-quarters of the peer

companies with which PepsiCo competes for talent.

Target Compensation. Your Base Salary, target bonuses and potential LTI Award.

Vesting. The time period that you must wait before you can receive stock for your RSUs.

In most cases the vesting period is three years from the grant date.

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Legal NoticesProhibited Conduct

In your position at PepsiCo, you receive valuable confidential and proprietary information

about PepsiCo that we all need to protect. By accepting the terms and conditions of any

LTI Award you may receive, you agree that you will not disclose this information and that,

during your employment and for 12 months after your employment ends for any reason, you

will not, unless PepsiCo consents, provide services to any entity that markets, sells, distributes

or produces products that compete with PepsiCo’s products. By accepting the terms and

conditions of any LTI Award you may receive, you are also agreeing that, for the same period,

you will not solicit PepsiCo employees to leave PepsiCo or solicit for competitive business

purposes PepsiCo customers that you had contact with while at PepsiCo. Violation of these

restrictions may result in the forfeiture of your outstanding LTI Awards and LTI gains that you

have already realized.

In addition, if you engage in acts that PepsiCo determines to constitute misconduct, your

LTI Award, if any, and gains may be forfeited, and you will not be eligible for an Annual Bonus

and Premium Bonus. For this purpose, “misconduct” means (1) violating PepsiCo’s Global Code

of Conduct, any other written Company policies or any other obligation to the Company;

(2) unlawfully trading in the securities of PepsiCo or of any other company based on information

gained as a result of your employment with the Company; (3) committing a felony or other

serious crime; or (4) engaging in any activity that constitutes gross misconduct in the

performance of your employment duties.

For the avoidance of doubt, nothing in this brochure, the PepsiCo Long-Term Incentive Plan

(as may be amended from time to time) (the “Plan”), any award agreement or any LTI award

made under the Plan or in any other confidentiality provision to which you may be subject as

a result of your employment with PepsiCo will prohibit you from, without notice to PepsiCo,

communicating with government authorities, filing a complaint, or testifying in proceedings

concerning any possible legal violations, participating in government investigations, or from

receiving any applicable award for providing information to government authorities. PepsiCo

nonetheless asserts and does not waive its attorney-client privilege over any information

appropriately protected by the privilege.

PepsiCo’s Insider Trading Policy

Certain employees who regularly have access to material non-public information about our

businesses are subject to PepsiCo’s Insider Trading Policy. In general, the executives are able

to perform PepsiCo stock transactions only during specified quarterly window periods and

after clearance is received from the Law Department. If you are subject to this policy, you

will receive information from the Law Department.

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Legal Notices (continued)

Long-Term Incentive Awards

Please note that LTI Awards are an additional benefit provided by PepsiCo, Inc. (which

may or may not be your employer) in its sole discretion, and not by your local employer

(if your employer is not PepsiCo). LTI Awards are subject to the approval of the PepsiCo

Compensation Committee, which may change or eliminate the LTI program at any time.

Executive Compensation Programs Are Subject to Change

This booklet is intended to provide a brief summary of the PepsiCo Executive Compensation

Program. If there is ever a conflict among this brochure, any statements made to you, and the

plan documents and prospectuses, the plan documents and prospectuses will always govern.

All Restricted Stock Unit and Stock Option awards are subject to their terms and conditions as

set out in the relevant award agreements and plan documents. Different terms may apply to

awards granted under prior The Pepsi Bottling Group programs. PepsiCo reserves the right to

amend, suspend or terminate these plans or programs at any time. PepsiCo has the full power

and authority to administer and interpret these plans and programs, and all interpretations,

actions and determinations made by PepsiCo under these plans and programs shall be

conclusive and binding for all purposes on all parties. Nothing herein shall be construed as

a guarantee of future benefits, awards or employment, and nothing in this brochure makes

you eligible for any plan or eligible for a specific level or amount of compensation unless the

official plan documents and approval by the PepsiCo Board of Directors or its delegate provide

for such eligibility or compensation. This brochure does not constitute an offer to sell any

securities. Any such offer is made only by the applicable prospectuses.

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Executive CompensationProgram

www.exec.pepsico.com

For site access assistance: AskExecComp@pepsico.com

Stock Options and RSUs Portfolio and Transactions

Merrill Lynch benefits.ml.com

The Barry Group 1-866-330-3709 (U.S./Canada)1-609-243-7977 (Outside U.S./Canada)

To Learn MoreYour personalized compensation information is available at www.exec.pepsico.com.

This password-protected, secure website provides up-to-date portfolio information

as well as modeling tools. You can also learn more through the resources below:

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