Absolute Stock Price means the average of the closing prices on the principal stock exchange on which the Company’s shares are traded, of one share of common stock for each of the last 20 trading days of the Performance Period. Share prices used in determining Absolute Stock Price shall be appropriately adjusted for any stock splits and stock dividends and any other events or transactions described in Section 4.2 of the Plan which may occur during the Performance Period.
In the event of any change in the outstanding shares of PepsiCo Common Stock by reason of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination or exchange of shares, spin-off or other similar corporate change, the Absolute Stock Price Adjustment and the number and type of shares to which the PEPunits held by the Participant relate shall be adjusted to such extent (if any), determined to be appropriate and equitable by the Committee.
The Absolute Stock Price Adjustment shall equal the quotient obtained by dividing (i) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Vesting Date, by (ii) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Grant Date.
The Absolute Stock Price Adjustment shall be rounded to the second decimal and shall be applied in accordance with a performance scale established by the Committee and communicated to the Participant, subject to the following limitations: (i) under no circumstances shall the Absolute Stock Price Adjustment exceed 1.5; and (ii) if the Stock Price Return declines by 10% or more, the Absolute Stock Price Adjustment shall equal zero (0).
Subject to the terms and conditions set forth herein, the number of PEPunits that are earned with respect to the 2013-2015 three year performance period (the “Performance Period,” which shall constitute a “Performance Period” as defined in the Plan) shall equal the product of (i) the target number of PEPunits set forth in the Award Summary, and (ii) the sum of (a) the Absolute Stock Price Adjustment and (b) the Relative TSR Adjustment, which, for the avoidance of doubt, may be positive or negative.
The Absolute Stock Price Adjustment shall be rounded to the second decimal and subject to the following limitations: (i) the maximum Absolute Stock Price Adjustment shall be 1.50; and (ii) if the quotient calculated as described in the preceding sentence is less than or equal to 0.50, the Absolute Stock Price Adjustment shall be zero (0).