Exhibit 10.4
Form of
Non-Employee Director
Restricted Stock Agreement
AGREEMENT, made as of this [ ] (the "Grant Date") by and between The Pepsi
Bottling Group, Inc., a Delaware corporation ("PBG"), having its principal
office at One Pepsi Way, Somers, New York and [_______]("you" or the "Grantee").
WITNESSETH
WHEREAS, pursuant to The PBG Directors' Stock Plan (the "Plan"), the Grantee has
been granted the Restricted Stock described herein on the terms and conditions
set forth herein:
NOW, THEREFORE, it is mutually agreed as follows:
1. Grant. PBG hereby grants to you [ ] shares of PBG Common Stock
in the form of Restricted Stock subject to, and in accordance with, the terms
and conditions set forth in this Agreement.
2. Rights of Grantee. Except as otherwise provided in this Agreement, you
shall be entitled, at all times on and after the Grant Date, to exercise all
rights of a shareholder with respect to shares of Restricted Stock granted to
you hereunder (whether or not the restrictions thereon shall have lapsed), other
than with respect to those shares of Restricted Stock which have been forfeited,
including the right to vote the shares of Restricted Stock and the right,
subject to Section 5, to receive dividends thereon.
3. Lapse of Restrictions. Subject to the terms and conditions set forth
herein, your Restricted Stock shall vest and all restrictions thereon shall
lapse on [ ] so long as your service as a Director of PBG shall not have
terminated prior to such date; provided, however, that, in the event your
service as a Director of PBG shall have terminated prior to [ ] as the
result of your death or Disability (as defined below), your Restricted Stock
shall vest and all restrictions thereon shall lapse immediately. Notwithstanding
the foregoing, even after your Restricted Stock vests and the restrictions
thereon lapse, you may not sell or otherwise transfer any shares of PBG Common
Stock issued to you hereunder prior to the date you cease to serve as a Director
of PBG. You have a "Disability" if you are totally and permanently disabled as
determined using the standards PBG applies under its the long term disability
program.
4. Book Account. A book account in respect of your shares of Restricted
Stock shall be maintained by PBG until (i) the delivery of unrestricted shares
to you or your estate, subject to your delivery of any documents which the Board
of Directors may require as a condition to the issuance of shares of PBG Common
Stock and the delivery of such shares to you or your estate, or (ii) the
forfeiture of your Restricted Stock.
5. Dividends. All dividends declared and paid by PBG on shares of
Restricted Stock in PBG Common Stock shall be deferred until the restrictions on
the shares of Restricted Stock
lapse in accordance with Section 3. These deferred dividends shall be held by
the Company for your account. Upon the forfeiture of the Restricted Stock, any
deferred dividends attributable to such Restricted Stock shall also be
forfeited. Dividends declared and paid by PBG on shares of Restricted Stock in
cash shall not be subject to such restrictions.
6. Misconduct. Notwithstanding anything to the contrary herein, if you
commit "Misconduct," you shall forfeit all rights to any Restricted Stock or
shares of PBG Common Stock issued to you hereunder. Misconduct occurs if a
majority of the Board of Directors determines that you have: (a) engaged in any
act which is considered to be contrary to the Company's best interests,
including, but not limited to, recruiting or hiring away employees of the
Company; (b) violated the Company's Code of Conduct or engaged in any other
activity which constitutes gross misconduct; (c) engaged in unlawful trading in
the securities of PBG or of any other company based on information gained as a
result of your service as a Director of PBG; or (d) disclosed to an unauthorized
person or misused confidential information or trade secrets of the Company.
7. Registration, Listing and Qualifications of Shares. The Restricted Stock
shall be subject to the requirement that if, at any time, the Board of Directors
shall determine that the registration, listing or qualification of shares
covered hereby upon any securities exchange or under any foreign, federal, state
or local law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
the Restricted Stock, no shares shall be issued until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any condition not acceptable to the Board of Directors. The Board of
Directors may require that you make such representations and agreements and
furnish such information as the Board of Directors deem appropriate to assure
compliance with or exemption from the foregoing or any other applicable legal
requirement, and may cause the certificate or certificates issued to you to bear
a legend indicating the existence of any restriction resulting from such
representations and agreements.
8. Adjustment for Change in Capital Stock. In the event of any change in
the outstanding shares of PBG Common Stock by reason of any stock split, stock
dividend, recapitalization, merger, consolidation, combination, spinoff, or
exchange of shares or similar corporate change, the Board of Directors may make
such equitable adjustments to the number and type of shares which are issuable
to you hereunder, as the Board of Directors deem necessary or appropriate.
9. Amendment. The Board of Directors may amend the terms and conditions of
this Agreement at any time and without your consent; provided, however, that (a)
no such amendment shall be adverse to you, and (b) the amendment is permitted
under the Plan.
10. No Rights to Continue as a Director. The Restricted Stock granted to
you hereunder does not confer on you any right to continue as a Director of PBG
or interfere in any way with the right of PBG to determine the terms of your
directorship.
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11. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any assignee or successor in interest to PBG, whether by merger,
consolidation, restructuring or the sale of all or substantially all of PBG's
assets. PBG will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of PBG to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that PBG should be required to perform if
no such succession had taken plan. This Agreement shall be binding and inure to
the benefit of you or your legal representative or any person to whom shares may
be transferred by will or the laws of descent and distribution.
12. Receipt of Prospectus. You hereby acknowledge that you have received a
copy of the Prospectus relating to the Plan.
13. Plan Controls. The Restricted Stock and the terms and conditions set
forth herein are subject in all respects to the terms and conditions of the Plan
and any policies or regulations which govern administration of the Plan, which
shall be controlling. All interpretations or determinations of the Board of
Directors shall be final, binding and conclusive upon you and your legal
representatives on any question arising hereunder or under the Plan or other
policies or regulations which govern administration of the Plan.
14. Governing Law. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware.
Please indicate your understanding and acceptance of the foregoing by
signing and returning a copy of this Agreement.
The Pepsi Bottling Group, Inc.
BY: ________________________________
ATTEST:
______________________________
I confirm my understanding of the foregoing and
accept the Restricted Stock described above subject
to the terms and conditions described herein.
______________________________
Grantee
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PLEASE RETURN AN ORIGINALLY SIGNED AGREEMENT TO PBG'S EXECUTIVE COMPENSATION
GROUP IN THE ENCLOSED ENVELOPE BY [ ].
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