-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CfPMZh3+4ohNykW82xt9Ny4I6qWlmy0PZCZuDn+LB3y279VaqhEI2lL2zMxSXqud YHdwyJibxO6lLVwsRY5JsQ== 0001209191-09-056391.txt : 20091210 0001209191-09-056391.hdr.sgml : 20091210 20091210150705 ACCESSION NUMBER: 0001209191-09-056391 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abdalla Zein CENTRAL INDEX KEY: 0001478037 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01183 FILM NUMBER: 091233519 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD STREET 2: LEGAL DEPARTMENT, 1/2 CITY: PURCHASE STATE: NY ZIP: 10577 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2009-11-30 0 0000077476 PEPSICO INC PEP 0001478037 Abdalla Zein 700 ANDERSON HILL ROAD PURCHASE NY 10577 0 1 0 0 CEO PepsiCo Europe PepsiCo, Inc. Common Stock 59444 D Employee Stock Option (right to buy) 43.50 2004-02-01 2011-01-31 PepsiCo, Inc. Common Stock 39844 D Employee Stock Option (right to buy) 50.00 2005-02-01 2012-01-31 PepsiCo, Inc. Common Stock 36480 D Employee Stock Option (right to buy) 41.50 2005-07-18 2012-07-17 PepsiCo, Inc. Common Stock 100000 D Employee Stock Option (right to buy) 39.75 2006-02-01 2013-01-31 PepsiCo, Inc. Common Stock 47705 D Employee Stock Option (right to buy) 47.25 2007-02-01 2014-01-31 PepsiCo, Inc. Common Stock 15372 D Employee Stock Option (right to buy) 47.25 2006-02-01 2013-01-31 PepsiCo, Inc. Common Stock 3411 D Employee Stock Option (right to buy) 53.75 2008-02-01 2015-01-31 PepsiCo, Inc. Common Stock 642 D Employee Stock Option (right to buy) 57.50 2009-02-01 2016-01-31 PepsiCo, Inc. Common Stock 600 D Employee Stock Option (right to buy) 65.00 2010-02-01 2017-01-31 PepsiCo, Inc. Common Stock 531 D Employee Stock Option (right to buy) 68.75 2011-02-01 2018-01-31 PepsiCo, Inc. Common Stock 19411 D Employee Stock Option (right to buy) 53.00 2012-02-01 2019-01-31 PepsiCo, Inc. Common Stock 59259 D This number includes 52,436 restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. These restricted stock units vest at various dates between February 1, 2010 and February 1, 2012. Vesting of all restricted stock units is contingent upon the reporting person's continued employment with the company. /s/ Thomas H. Tamoney, Jr., Atty-in-Fact 2009-12-10 EX-24.3_308187 2 attachment1.htm EX-24 DOCUMENT
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned that is an officer or
director, or both, of PepsiCo, also hereby constitutes and appoints each of
Larry D.
Thompson and Thomas H. Tamoney, Jr., and each of them severally, the
undersigned's
true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as a
director or officer, or both, of PepsiCo, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder;
(2)	do and perform any and all acts for and on behalf of the undersigned which
may
be necessary or desirable to complete and execute any such Form 3, 4 or 5 and
timely file such form with the SEC and any stock exchange or similar authority;
and
(3)	take any other action of any type whatsoever in connection with the
foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best
interest of, or legally required by, the undersigned, it being understood that
the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such
capacity at the request of the undersigned, are not assuming, nor is PepsiCo
assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Exchange Act.

This Power of Attorney, insofar as it relates to the undersigned's obligations
to file Forms
3, 4 and 5, shall remain in full force and effect until the undersigned is no
longer required
to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in
securities issued by PepsiCo, unless earlier revoked by the undersigned in a
signed
writing delivered to the foregoing attorneys-in-fact; provided that any
termination or
revocation of this Power of Attorney, insofar as it relates to the undersigned's
obligations
to file Forms 3, 4 and 5, shall not affect the delegations of authority by the
undersigned
pursuant to clauses (i) through (xiv) above.
*	*	*
Each of the undersigned hereby grants to each such attorney-in-fact full power
and
authority to do and perform any and every act and thing whatsoever requisite,
necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as
fully to all intents and purposes as the undersigned might or could do if
personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and
powers herein granted.

This Power of Attorney may be executed in counterparts and all such duly
executed
counterparts shall together constitute the same instrument.  This Power of
Attorney shall
not revoke any powers of attorney previously executed by the undersigned.  This
Power
of Attorney shall not be revoked by any subsequent power of attorney that the
undersigned may execute, unless such subsequent power of attorney specifically
provides
that it revokes this Power of Attorney by referring to the date of the
undersigned's
execution of this Power of Attorney.

Anything to the contrary herein notwithstanding, this Power of Attorney DOES NOT

grant the attorneys-in-fact authority to spend the undersigned's money or sell
or dispose
of the undersigned's property during the undersigned's lifetime, except in the
case of
PepsiCo with respect to such expenditures as are necessary to carry out the
intents and
purposes hereof.

CAUTION TO THE PRINCIPAL:  Your Power of Attorney is an important document.
As the "principal," you give the person whom you choose (your "agent") authority
to
spend your money and sell or dispose of your property during your lifetime
without
telling you.  You do not lose your authority to act even though you have given
your agent
similar authority.

When your agent exercises this authority, he or she must act according to any
instructions
you have provided or, where there are no specific instructions, in your best
interest.
"Important Information for the Agent" at the end of this document describes your
agent's
responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney
before a
notary public.

You can request information from your agent at any time.  If you are revoking a
prior
Power of Attorney by executing this Power of Attorney, you should provide
written
notice of the revocation to your prior agent(s) and to the financial
institutions where your
accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as
long
as you are of sound mind.  If you are no longer of sound mind, a court can
remove an
agent for acting improperly.

Your agent cannot make health care decisions for you.  You may execute a "Health
Care
Proxy" to do this.

The law governing Powers of Attorney is contained in the New York General
Obligations
Law, Article 5, Title 15.  This law is available at a law library, or online
through the New
York State Senate or Assembly websites, www.senate.state.ny.us or
www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should
ask a
lawyer of your own choosing to explain it to you.

IN WITNESS WHEREOF, each of the undersigned principals has executed this
instrument on the date indicated opposite its, his or her name.


[REMAINDER OF PAGE LEFT BLANK]


Signed and Acknowledged:/s/ Zein Abdalla  November 26, 2009
ZEIN ABDALLA
Chief Executive Officer, PepsiCo Europe

STATE OF NEW YORK      )
                       ) s.:
                       )
COUNTY OF WESTCHESTER

On the 26th day of November in the year 2009 before me, the undersigned, a
Notary Public in and for said State, personally appeared Zein Abdalla,
personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual
whose name is subscribed to the within instrument and acknowledged to me that he

executed the same in his capacity, and that by his signature on the instrument,
the
individual, or the person upon behalf of which the individual acted, executed
the
instrument.
/s/ Megan Hurley
Notary Public

[REMAINDER OF PAGE LEFT BLANK]



IMPORTANT INFORMATION FOR THE AGENT:  When you accept the
authority granted under this Power of Attorney, a special legal relationship is
created between you and the principal.  This relationship imposes on you legal
responsibilities that continue until you resign or the Power of Attorney is
terminated or revoked.  You must:
(1)	act according to any instructions from the principal, or, where there are no

instructions, in the principal's best interest;
(2)	avoid conflicts that would impair your ability to act in the principal's
best interest;
(3)	keep the principal's property separate and distinct from any assets you own
or
control, unless otherwise permitted by law;
(4)	keep a record or all receipts, payments, and transactions conducted for the
principal; and
(5)	disclose your identity as an agent whenever you act for the principal by
writing or
printing the principal's name and signing your own name as "agent" in either of
the following manner: (Principal's Name) by (Your Signature) as Agent, or (your
signature) as Agent for (Principal's Name).

You may not use the principal's assets to benefit yourself or give major gifts
to yourself
or anyone else unless the principal has specifically granted you that authority
in this
Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of
Attorney.
If you have that authority, you must act according to any instructions of the
principal or,
where there are no such instructions, in the principal's best interest.  You may
resign by
giving written notice to the principal and to any co-agent, successor agent,
monitor if one
has been named in this document, or the principal's guardian if one has been
appointed.
If there is anything about this document or your responsibilities that you do
not
understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York's General
Obligations
Law, Article 5, Title 15.  If it is found that you have violated the law or
acted outside the
authority granted to you in the Power of Attorney, you may be liable under the
law for
your violation.

IN WITNESS WHEREOF, each of the undersigned agents has executed this instrument
on the date indicated opposite his name.


[REMAINDER OF PAGE LEFT BLANK]


Signed and Acknowledged:/s/ Larry D. Thompson December 2, 2009
LARRY D. THOMPSON Agent and Attorney-in-Fact

STATE OF NEW YORK      )
                       ) s.:
                       )
COUNTY OF WESTCHESTER

On the 2nd day of December in the year 2009 before me, the undersigned, a
Notary Public in and for said State, personally appeared Larry D. Thompson,
personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual
whose name is subscribed to the within instrument and acknowledged to me that he

executed the same in his capacity, and that by his signature on the instrument,
the
individual, or the person upon behalf of which the individual acted, executed
the
instrument.
/s/ Cathleen Gold
Notary Public

Signed and Acknowledged:/s/ Thomas H. Tamoney, Jr. December 2, 2009
THOMAS H. TAMONEY, JR.Agent and Attorney-in-Fact

STATE OF NEW YORK      )
                       ) s.:
                       )
COUNTY OF WESTCHESTER

On the 2nd day of December in the year 2009 before me, the undersigned, a
Notary Public in and for said State, personally appeared Thomas H. Tamoney, Jr.,
personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual
whose name is subscribed to the within instrument and acknowledged to me that he

executed the same in his capacity, and that by his signature on the instrument,
the
individual, or the person upon behalf of which the individual acted, executed
the
instrument.
/s/ Cathleen Gold
Notary Public




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