PEP » Topics » Termination of Employment/Retirement

This excerpt taken from the PEP DEF 14A filed Mar 24, 2009.

Termination of Employment/Retirement

 

None of our Named Executive Officers has any arrangement that provides for severance payments or benefits. In the event a Named Executive Officer retires, terminates or resigns from PepsiCo for any reason as of the fiscal year end, he or she would be entitled to:

 

   

the pension value disclosed in column (d) of the 2008 Pension Benefits table on page 46 of this Proxy Statement; and

 

   

the non-qualified deferred compensation balance disclosed in column (f) of the 2008 Non-Qualified Deferred Compensation table on page 48 of this Proxy Statement.

 

In addition, our performance-based long-term cash awards fully vest upon retirement (at least age 55 with 10 or more years of service or at least age 65 with 5 or more years of service). Our long-term incentive equity awards contain provisions that accelerate vesting of option, PSU and RSU awards on a pro-rata basis upon retirement from age 55 through age 61 and that fully accelerate vesting of option, PSU and RSU awards upon death, disability or retirement on or after age 62. Even after vesting, PSUs remain subject to achievement of pre-established performance targets. In contrast, for retention grants, no accelerated vesting occurs upon retirement and only a pro-rata portion would have accelerated vesting in the event of death or long-term disability.

 

The following table sets forth, for each Named Executive Officer, the value of the unvested options, PSUs, RSUs, accrued dividend equivalents on PSUs and RSUs, and performance-based long-term cash awards that would vest if his or her employment terminated on December 26, 2008, the last business day of the 2008 fiscal year, due to termination, retirement, death or long-term disability:

 

     Termination/Retirement
($ in millions)(1)
   Death/Long-Term Disability
($ in millions)(1)

Name

   Vested    Unvested/Forfeited    Vested    Unvested/Forfeited

I. Nooyi

   0.0    18.7    17.7    1.0

R. Goodman

   1.1    1.4    1.2    0.2

M. White

   2.5    13.7    11.3    1.5

J. Compton

   0.0    11.6    7.8    3.8

A. Carey

   1.5    2.9    2.4    0.5

 

(1)   The options, PSUs and RSUs were valued at a price of $54.56, PepsiCo’s closing stock price on December 26, 2008, the last trading day of the 2008 fiscal year. Amounts do not include the value of vested options that have already been earned. For a list of vested options that have already been earned, see the 2008 Outstanding Equity Awards at Fiscal Year End table beginning on page 43 of this Proxy Statement.

 

This excerpt taken from the PEP DEF 14A filed Mar 24, 2008.

Termination of Employment/Retirement

 

None of our Named Executive Officers has any arrangement that provides for severance payments or benefits, except for Ms. Hudson, with whom the Company entered into a separation agreement in November 2007 in connection with her departure from the Company.

 

Ms. Hudson resigned her position as President & CEO of Pepsi-Cola North America on November 5, 2007 and, at the conclusion of a transition period ending on February 15, 2008, ended her employment with the Company. In connection with her departure, Ms. Hudson received a $4.1 million cash payment and the Company accelerated the vesting of her 2005 and 2006 annual option and performance-based RSU awards, with these performance-based RSU awards remaining subject to the subsequent achievement of pre-established annual EPS performance targets. These accelerated options and performance-based RSUs had an aggregate intrinsic value of $3.6 million at the time of acceleration when Ms. Hudson resigned her position on November 5, 2007. In exchange for these benefits, Ms. Hudson released the Company from all claims and agreed not to disclose the Company’s confidential information, compete against the Company or solicit the Company’s employees for a two-year period. Ms. Hudson forfeited options, RSUs and performance-based long-term cash incentives with an aggregate value of $13.4 million when she resigned her position on November 5, 2007. As Ms. Hudson is leaving prior to meeting the requirements for early or normal retirement, she remains eligible only for a deferred vested pension benefit.

 

In the event a Named Executive Officer retires, terminates or resigns from PepsiCo for any reason as of the fiscal year end, he or she would be entitled to:

 

   

the pension value disclosed in column (d) of the 2007 Pension Benefits table on page 33 and

 

   

the non-qualified deferred compensation balance disclosed in column (f) of the 2007 Non-Qualified Deferred Compensation table on page 35.

 

In addition, our performance-based long-term cash awards fully vest upon retirement (at least age 55 with 10 or more years of service). Our long-term incentive equity awards contain provisions that accelerate vesting of option and RSU awards on a pro-rata basis upon retirement from age 55 through age 61 and that fully accelerate vesting of option and RSU awards upon death, disability or retirement on or after age 62. Even after vesting, performance-based RSUs remain subject to achievement of pre-established EPS performance targets. In contrast, for retention grants, no accelerated vesting occurs upon retirement and only a pro-rata portion would have accelerated vesting in the event of death or long term disability.

 

The following table sets forth, for each Named Executive Officer, the value of the unvested options, RSUs, accrued dividends on RSUs, and performance-based long-term cash awards that would vest if his or her employment terminated on December 28, 2007, the last business day of the 2007 fiscal year, due to termination, retirement, death or long-term disability:

 

     Termination/Retirement
($ in millions)*
   Death/Long-Term Disability
($ in millions)*

Name

   Accelerated
Vesting
   Unvested/Forfeited    Accelerated
Vesting
   Unvested/Forfeited

I. Nooyi

   0.0    36.3    30.2    6.1

R. Goodman

   2.2    2.5    4.0    0.7

M. White

   6.8    22.8    22.7    6.9

J. Compton

   0.0    24.4    15.3    9.1

A. Carey

   4.0    8.0    10.0    2.0

 

*   The options and RSUs were valued at a price of $77.03, PepsiCo’s closing stock price on December 28, 2007, the last business day of the 2007 fiscal year. Amounts do not include the value of vested options that have already been earned. For a list of vested options that have already been earned, please see the 2007 Outstanding Equity Awards at Fiscal Year End table on page 31.

 

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Table of Contents
This excerpt taken from the PEP DEF 14A filed Mar 26, 2007.

Termination of Employment/Retirement

 

None of our Named Executive Officers has any arrangement that provides for severance payments or benefits. In the event a Named Executive Officer retires, terminates or resigns from PepsiCo for any reason, he or she would be entitled to:

 

   

the long-term incentive awards disclosed in footnotes (5) through (10) to the 2006 Outstanding Equity Awards at Fiscal Year End table on page 27 of this Proxy Statement and footnote (6)(iii) to the 2006 Summary Compensation Table on page 23 of this Proxy Statement;

 

   

the pension value disclosed in column (d) of the 2006 Pension Benefits table on page 30 of this Proxy Statement; and

 

   

the non-qualified deferred compensation balance disclosed in column (f) of the 2006 Non-Qualified Deferred Compensation table on page 31 of this Proxy Statement.

 

PepsiCo’s non-competition, non-solicitation and non-disclosure policies that apply to the Named Executive Officers are provided under our clawback policy which is described on page 22 of this Proxy Statement of the Compensation Discussion and Analysis.

 

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