PBG 2005 EXECUTIVE INCENTIVE COMPENSATION PLAN
The principal purposes of this Plan are to assist The Pepsi Bottling Group,
Inc ("PBG") in attracting, motivating and retaining executive officers who have
significant responsibility for the growth and long-term success of PBG and its
subsidiaries and divisions (collectively, the "Company") by providing incentive
awards that ensure a strong pay-for-performance linkage for such executive
officers, and to ensure that the incentive awards qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code (the "Code").
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation and Management
Development Committee of the Board of Directors of PBG (the "Committee"). The
Committee shall be appointed by the Board of Directors (the "Board") and shall
consist entirely of members of the Board who qualify as "outside directors" for
purposes of Section 162(m) of the Internal Revenue Code (the "Code"), as
"Non-Employee Directors" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934 as amended (the "Act") and as "independent" for purposes of
the applicable rules and regulations of the exchange on which PBG's Common Stock
The Committee shall have all the powers vested in it by the terms of this
Plan, such powers to include the authority (within the limitations described
herein) to select the persons to be granted awards under the Plan, to determine
the time when awards will be granted, to determine whether objectives and
conditions for earning awards have been met, to determine whether awards will be
paid at the end of the award period or deferred, and to determine whether an
award or payment of an award should be reduced or eliminated.
The Committee shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements, guidelines
and instruments for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable. The Committee's
interpretations of the Plan, and all actions taken and determinations made by
the Committee pursuant to the powers vested in it hereunder, shall be conclusive
and binding on all parties concerned, including PBG, its shareholders and any
person receiving an award under the Plan.
Generally, all executive officers of the Company are eligible to
participate in the Plan for any fiscal year (including any executive officers of
PBG's subsidiaries who are named executive officers of PBG). The Committee,
however, in its discretion, shall select the executive officers of the Company
to whom awards may from time to time be granted under this Plan.
(a) Types of Awards. The Committee may grant awards to eligible executive
officers, subject to the terms and conditions set forth in the Plan. Under this
Plan, executive officers of PBG shall be granted annual incentive awards with
respect to each fiscal year of the Company in the first ninety (90) days of each
year. The Committee may also grant awards under this Plan for performance
periods other than PBG's fiscal year, in which case such awards shall be granted
within the first 90 days of the performance period and before 25% of the
scheduled period of service to which the performance goal relates has elapsed.
If an individual becomes an executive officer during a year and such individual
was not otherwise granted an award under this Plan during the first ninety days
of the year (or other applicable performance period), that individual may be
granted an incentive
award for that year (or other applicable performance period) upon his or her
becoming an executive officer.
With respect to any award that is intended to satisfy the conditions for
the performance-based exception under Code Section 162(m): (1) the Committee
shall interpret the Plan and this Section 4 in light of Code Section 162(m) and
the regulations thereunder; (2) the Committee shall have no discretion to amend
the award in any way that would adversely affect the treatment of the award
under Code Section 162(m) and the regulations thereunder; and (3) such award
shall not be paid until the Committee shall first have certified that the
performance goals have been achieved.
If applicable tax and/or securities laws change to permit Committee
discretion to alter the governing performance measures without obtaining
shareholder approval of such changes, the Committee shall have the sole
discretion to make such changes without first obtaining shareholder approval.
(b) Performance Targets. The Committee may establish performance targets
for awards to qualify such awards as performance-based compensation under
Section 162(m) of the Code. Performance targets may be established in terms of
specified levels of any one or more of the following business measures: stock
price, market share, sales revenue, sales volume, cash flow, earnings per share,
return on equity, return on assets, return on sales, return on invested capital,
economic value added, net earnings, total shareholder return, gross margin,
profit, net income, operating income, EBITDA (earnings before interest, taxes,
depreciation and amortization) and/or costs. Performance targets may be stated
in the alternative and applied with respect to (1) the Company as a whole, (2) a
participant, or (3) a subsidiary, affiliate, division, department, region,
function or business unit of the Company (or any combination of the foregoing)
and may be measured on an absolute basis or relative to a peer-group or index.
(c) Adjustments. To the extent permitted under Section 162(m) of the Code
and the regulations thereunder, the Committee may adjust the performance targets
or provide for the manner in which performance will be measured against the
performance targets to reflect the impact of specified corporate transactions
(such as a stock split or stock dividend), special charges, accounting or tax
law changes and other extraordinary or nonrecurring events affecting the Company
or its financial statements, or changes in applicable laws, regulations or
(d) Payment of Awards. Awards will be payable in cash each year upon
written certification by the Committee that the specified performance targets
for the preceding fiscal year (or other applicable performance period) were
achieved. Notwithstanding the foregoing, a participant may elect within the time
periods established by the Committee to defer all or a portion of any award
otherwise payable in accordance with this section, if permitted pursuant to a
deferred compensation plan adopted by, or an agreement entered into with, the
Company, provided that such deferral does not adversely affect the treatment of
the award as performance-based compensation. A resolution or Committee minutes
of the certification shall constitute written certification.
(e) Negative Discretion. Notwithstanding the achievement by the Company of
the specified performance targets, the Committee has the discretion, by
participant, to reduce, but not increase, some or all of an award that would be
(f) Maximum Awards. No participant may receive incentive awards under the
Plan for a PBG fiscal year that result in the current payment of amounts (and/or
the deferral of amounts otherwise currently payable) in excess of $5 million.
5. MISCELLANEOUS PROVISIONS.
(a) Guidelines. The Committee may adopt from time to time written policies
for its implementation of the Plan.
(b) Delegation of Administrative Authority. The Committee, as it deems
necessary, may delegate its responsibilities for administering the Plan to
Company executives. However, the Committee may not delegate its responsibilities
for establishing and certifying the attainment of performance targets with
respect to any Company executive who is subject to the provisions of Section
162(m) of the Code.
(c) Restriction on Transfer. Awards (or interests therein) to a
participant or amounts payable with respect to a participant under the Plan are
not subject to assignment or alienation, whether voluntary or involuntary.
(d) Withholding Taxes. PBG or any subsidiary or division thereof, as
appropriate, shall have the right to deduct from all awards hereunder any
federal, state, local or foreign taxes required by law to be withheld with
respect to such awards.
(e) No Rights to Awards. Except as set forth herein, no Company employee
or other person shall have any claim or right to be granted an award under the
Plan. Neither the Plan nor any action taken hereunder shall be construed as
giving any employee any right to be retained in the employ of the Company.
(f) Costs and Expenses. The cost and expenses of administering the Plan
shall be borne by the Company and not charged to any award or to any participant
receiving an award.
(g) Funding of Plan. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under the Plan.
(h) Governing Law. The Plan and all rights and awards hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware.
6. EFFECTIVE DATE, AMENDMENTS AND TERMINATION.
(a) Effective Date. The Plan shall become effective on the date it is
approved by PBG's shareholders.
(b) Amendments. The Committee may at any time terminate or from time to
time amend the Plan in whole or in part, but no such action shall adversely
affect any rights or obligations with respect to any awards theretofore made
under the Plan (without the consent of the recipient of the award). No such
amendment or modification, however, may be effective without approval of PBG
shareholders if such approval is necessary to comply with the requirements for
performance-based compensation under Section 162(m) of the Code.
(c) Termination. The Plan shall continue in effect until terminated by the
Board. No awards shall be made under the Plan after December 31, 2015 or, if
earlier, the date the plan no longer satisfies the requirements of
"performance-based compensation" under the regulations promulgated under Section
162(m) of the Internal Revenue Code.