0001209191-11-019027.txt : 20110321
0001209191-11-019027.hdr.sgml : 20110321
20110321171122
ACCESSION NUMBER: 0001209191-11-019027
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110311
FILED AS OF DATE: 20110321
DATE AS OF CHANGE: 20110321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COST TIMOTHY
CENTRAL INDEX KEY: 0001174702
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-01183
FILM NUMBER: 11701917
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: 1225
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
2011-03-11
0
0000077476
PEPSICO INC
PEP
0001174702
COST TIMOTHY
700 ANDERSON HILL ROAD
PURCHASE
NY
10577
0
1
0
0
EVP, Global Corporate Affairs
PepsiCo, Inc. Common Stock
24693
D
Employee Stock Option (right to buy)
63.75
2014-03-01
2021-02-28
PepsiCo, Inc. Common Stock
34510
D
This number includes: 1) 15,625 restricted stock units ("RSUs") granted to the reporting person as a portion of his compensation. RSUs are calculated on a one unit for one share basis. A portion of these RSUs vest on February 4, 2012 and a potion vests on February 4, 2013. Vesting of all RSUs is contingent upon the reporting person's continued employment with the company; 2) 8,627 performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of his compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2014 contingent upon the achievement of pre-established performance targets over a two-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, depending on the performance level achieved; and 3) 441 units of PepsiCo, Inc. Common Stock held in a personal brokerage account.
/s/ Timothy P. Cost
2011-03-21
EX-24.3_370924
2
poa.txt
POA 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.
Signed and Acknowledged:
/s/ Timothy P. Cost March 11, 2011
Timothy P. Cost
Executive Vice President, Global Corporate Affairs
STATE OF NEW YORK )
) s.:
)
COUNTY OF WESTCHESTER
On the 11th day of March in the year 2011 before me, the undersigned, a Notary
Public in and for said State, personally appeared Timothy P. Cost, 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 she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person upon behalf of which the individual
acted, executed the instrument.
/s/ Kimberly K. Brackman
Notary Public
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.
Signed and Acknowledged:
/s/ Larry D. Thompson March 11, 2011
LARRY D. THOMPSON
Agent and Attorney-in-Fact
STATE OF NEW YORK )
) s.:
)
COUNTY OF WESTCHESTER
On the 11th day of March in the year 2011 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/ Kimberly K. Brackman
Notary Public
Signed and Acknowledged:
/s/ Thomas H. Tamnoney, Jr. March 11, 2011
THOMAS H. TAMONEY, JR.
Agent and Attorney-in-Fact
STATE OF NEW YORK )
) s.:
)
COUNTY OF WESTCHESTER
On the 11th day of March in the year 2011 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/ Kimberly K. Brackman
Notary Public