exhibit 10. 1 700 anderson hill road, purchase, new york, 10577www. pepsico. com october 18, 2012 ms. maura a. smith dear ms. smith : this letter separation agreement ( this “ agreement ” ) relates to the arrangements concerning the separation of your employment from pepsico, inc. ( “ pepsico ” together with its parent, subsidiaries, divisions, affiliates, predecessors and successors, agents, employees, directors, or assigns, the “ company ” ). you will not be entitled to receive any further payments or benefits from the company, except as specifically set forth by the terms and conditions of this agreement, or except as provided under the indemnity provisions of pepsico ’ s by - laws, and director and officer and professional liability insurance policies. 1. status and responsibilities. ( a ) status. on, june 15, 2012 ( your “ separation date ” ) your position as executive vice president, government affairs, general counsel and corporate secretary, any other appointments and offices you held with the company, and any position with any third - party organizations in which you represented the company, ended. except as otherwise provided in this agreement, contingent upon your timely signing and not revoking this agreement, and for valuable consideration, you will be eligible for the payments and benefits described in section 2. ( b ) responsibilities. from october 1, 2012 until april 15, 2013 you agree to be available to the company as a consultant ( the “ consultancy period ” ). during this time, you agree to consult with the company in response to inquiries or reasonable requests from the company for assistance and to cooperate with the company as needed. your consultancy will automatically cease at the end of the consultancy period, or when you notify the company that you have accepted employment elsewhere, whichever is sooner. notwithstanding the end of the consultancy period, you will remain available to respond to inquiries or reasonable requests from the company for assistance and to cooperate with the company as needed. during the consultancy period, you will be reimbursed for pre - approved reasonable and appropriate business expenses incurred by you during your consultancy period in connection with such services as specifically requested in writing by the general counsel of the company, subject to the submission by you of appropriate documentation in accordance with company policy. nothing in this section shall preclude you from providing legal or other consulting services to other clients, subject to the restrictions set forth in section 4 below. pepsico smith 2. payments