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PBG » Topics » PLAN HIGHLIGHTS

This excerpt taken from the PBG DEF 14A filed Apr 10, 2008.
PLAN HIGHLIGHTS
 
The Plan is the same Plan approved by shareholders in 2004 and 2005 in all material respects, except for the amendments described above. Key provisions of the Plan are as follows:
 
  •  Fixed Number of Shares.  The Plan presently provides that the maximum aggregate number of shares available for awards is 24 million. As of March 31, 2008, we have approximately 4,087,382 shares available for issuance under the Plan, all of which are available for issuance as full value awards. This Plan amendment would authorize an additional 12 million shares for issuance under the Plan. This additional 12 million shares equals 5.5% of our outstanding equity as of March 31, 2008.
 
  •  Shares Available for Restricted Share and Other Share Awards Are Limited.  The Plan, as amended, would limit the number of shares available for restricted share and restricted share unit awards and other share awards to 50% of the total number of shares available for issuance under the Plan.
 
  •  Three Year Minimum Time-Based Restriction.  The Plan provides for a minimum three year time-based restriction for awards of restricted shares and restricted share units (unless such awards are performance-based and the performance criteria are satisfied), subject to certain limited exceptions.
 
  •  Three Year Minimum Full Vesting Period.  The Plan provides for a minimum three year period for full vesting of awards of stock options and stock appreciation rights subject to certain limited exceptions.
 
  •  One Year Minimum Performance Period.  The Plan provides for a minimum one year performance period for any award that is performance-based, subject to certain limited exceptions.


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Table of Contents

 
  •  Compensation Clawback.  The Plan provides for cancellation of outstanding equity awards and clawback of all gains realized from option exercises and RSUs paid within 12 months preceding any act of gross misconduct or violation of our Worldwide Code of Conduct.
 
  •  No Repricing of Stock Options.  The Plan prohibits the repricing of stock options and stock appreciation rights without the prior approval of shareholders.
 
  •  No Discount Stock Options.  The Plan prohibits the granting of stock options and stock appreciation rights with an exercise price less than the fair market value of our common stock on the date of grant.
 
  •  Judicious Use of Equity.  The Company has judiciously used equity to reduce overhang and annual run rates.
 
  •  Shareholder Approval Required for all Material Amendments.  The Plan specifically requires shareholder approval of any material amendment to the Plan.
 
  •  Changes in the Plan Since 2005.  The Committee approved various other administrative changes to the Plan since 2005, which were not material and thus did not require shareholder approval. Two changes were driven by new accounting rules: (1) the “Change in Control” provision was modified to more specifically address payment in the event that PBG shares are not publicly traded following a Change in Control of the Company; and (2) the Plan’s dilution and capital adjustment provision was amended to require, rather than permit, the Committee to make any equitable adjustments to the Plan or outstanding awards as it deems necessary to prevent dilution. Finally, we modified the definition of “Fair Market Value” to round up to the nearest penny rather than the nearest quarter to better reflect market practice.
 
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