Common use of Deductions and Certain Taxes Related to Options Clause in Contracts

Deductions and Certain Taxes Related to Options. The WMS Vice President, Finance shall determine whether the WMS Group or the Midway Subsidiaries shall file returns claiming (x) the tax deductions attributable to the exercise of options to purchase stock of WMS which are held by employees or former employees of the Midway Companies and (y) any other similar compensation related tax deductions. If it is determined that the WMS Group shall claim all such tax deductions (i) the WMS Group shall be entitled to any such tax deductions, (ii) the returns of the WMS Group and the Midway Subsidiaries shall reflect the entitlement of the WMS Group to such deductions, and (iii) to the extent any such deductions are disallowed, the Midway Subsidiaries shall pay to the WMS Group an amount equal to the tax paid by the WMS Group as a result of such disallowance, provided that such amount shall not exceed the tax benefit ultimately received by the Midway subsidiaries as a result of claiming such tax deductions. If it is determined that the Midway Subsidiaries shall claim all such Tax deductions, (i) the Returns of the WMS Group and the Midway Subsidiaries shall reflect such determination, (ii) the Midway Subsidiaries shall pay to the WMS Group an amount equal to the product of the amount of the related deduction and the Midway Subsidiaries' effective tax rate for the relevant taxable period, as determined by the Midway Vice President, Finance, and (iii) to the extent such deduction is disallowed, the WMS Group shall pay to the Midway Subsidiaries the amount of the additional tax caused by such disallowance (including interest and penalties). WMS will indemnify Midway and each Midway Subsidiary against any tax liability of Midway and each Midway Subsidiary under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act incurred in connection with the exercise of such an option or the incurrence of any other event resulting in a compensation related tax deduction, as the case may be, except to the extent such tax is withheld from a payment to the employee and remitted to a taxing authority on the employee's behalf.

Deductions and Certain Taxes Related to Options. The WMS PepsiCo Vice President, Finance Tax shall determine whether the WMS PepsiCo Group or the Midway Subsidiaries TRICON Group shall file returns Returns claiming (x) the tax Tax deductions attributable to the exercise of options to purchase stock of WMS PepsiCo which are held by employees or former employees of the Midway Companies TRICON Group and (y) any other similar compensation related tax Tax deductions. If it is determined that the WMS PepsiCo Group shall claim all such tax deductions Tax deductions, (i) the WMS PepsiCo Group shall be entitled to any such tax deductionsTax Deductions, (ii) the returns Returns of the WMS PepsiCo Group and the Midway Subsidiaries TRICON Group shall reflect the entitlement of the WMS PepsiCo Group to such deductions, and (iii) to the extent any such deductions are disalloweddisallowed because a Taxing Authority determines that TRICON should have claimed such deductions, the Midway Subsidiaries TRICON Group shall pay to the WMS PepsiCo Group an amount equal to the tax Tax paid by the WMS PepsiCo Group as a result of such disallowance, provided (iv) within 1 day of the exercise of any option described in clause (x) of the preceding sentence, or within 1 day of any other event that would result in a compensation related Tax deduction, as the case may be, the TRICON Group will pay to the PepsiCo Group an amount equal to the liability of the PepsiCo Group under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with the exercise of such amount shall not exceed an option, except to the tax benefit ultimately received by extent such Tax is withheld from a payment to the Midway subsidiaries as employee and remitted to a result of claiming such tax deductionsTaxing Authority on the employee's behalf. If it is determined that the Midway Subsidiaries TRICON Group shall claim all such Tax deductions, (i) the Returns of the WMS PepsiCo Group and the Midway Subsidiaries TRICON Group shall reflect such determination, (ii) not later than 3 days prior to the Midway Subsidiaries due date of any Tax Return, TRICON shall notify the PepsiCo Vice President, Tax of the amount of Tax deductions it intends to claim with respect to such options or other compensation related Tax deductions, (iii) the TRICON Group shall pay to the WMS PepsiCo Group an amount equal to the product of the amount of the related deduction deductions and the Midway Subsidiaries' effective tax sum of the PepsiCo Group's applicable statutory federal Tax rate and state and local Tax rate net of any federal Tax benefit attributable to state and local Taxes for the relevant taxable Tax period, as determined by the Midway PepsiCo Vice President, FinanceTax, and (iii) such payment, with respect to each such deduction, shall be made not later than 3 days prior to the extent such deduction is disallowed, the WMS Group shall pay to the Midway Subsidiaries the amount due date of the additional tax caused by estimated Tax payment immediately following when any member of the TRICON Group becomes entitled to any refund, credit or other offset attributable to such disallowance deduction, (including interest iv) TRICON and penalties). WMS each member of the TRICON Group will indemnify Midway and each Midway Subsidiary the PepsiCo Group against any tax Tax liability of Midway and each Midway Subsidiary the PepsiCo Group under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act incurred in connection with the exercise of such an option or the incurrence occurrence of any other event resulting in a compensation related tax Tax deduction, as the case may be, except to the extent such tax Tax is withheld from a payment to the employee and remitted to a taxing authority Taxing Authority on the employee's behalf, and (v) to the extent such deduction is disallowed because a Taxing Authority determines that PepsiCo should have claimed such deduction, the PepsiCo Group will file an amended Return claiming such deduction, and the PepsiCo Group shall pay to the TRICON Group the actual benefit received by the PepsiCo Group in respect of such deduction to the extent that TRICON has previously made a payment to PepsiCo pursuant to the immediately preceding clause (iii) attributable to such deduction. For purposes of the immediately preceding clause (i), the PepsiCo Vice President, Tax will have the right to determine the amount of such Tax deductions attributable to the exercise of such options or other compensation related Tax deductions that will be claimed by the TRICON Group on any Tax Return; provided, however, that PepsiCo will indemnify TRICON and the members of the TRICON Group against any Tax liability for any disallowed deductions to the extent the amount of deductions claimed on any Tax return exceeds the amount of deductions in the notice described in the immediately preceding clause (ii) provided that TRICON has previously made a payment to PepsiCo pursuant to the immediately preceding clause (iii) attributable to such deductions. For purposes of the immediately preceding clause (v), such benefit shall be considered equal to the excess of the amount of Tax that would have been payable to a Taxing Authority (or of the Tax refund that would have been receivable) by the PepsiCo Group in the absence of such deduction over the amount of Tax actually payable to a Taxing Authority (or of the Tax refund actually receivable) by the PepsiCo Group. Payment of the amount of such benefit shall be made within 30 days of the receipt by any member of the PepsiCo Group of any refund, credit or other offset attributable thereto from the relevant Taxing Authority. 5.

Deductions and Certain Taxes Related to Options. The WMS PepsiCo Vice President, Finance Tax shall determine whether the WMS PepsiCo Group or the Midway Subsidiaries TRICON Group shall file returns Returns claiming (x) the tax Tax deductions attributable to the exercise of options to purchase stock of WMS PepsiCo which are held by employees or former employees of the Midway Companies and (y) any other similar compensation related tax deductionsTRICON Group. If it is determined that the WMS PepsiCo Group shall claim all such tax deductions Tax deductions, (i) the WMS PepsiCo Group shall be entitled to the Tax deduction resulting from the exercise of any such tax deductionsoption, (ii) the returns Returns of the WMS PepsiCo Group and the Midway Subsidiaries TRICON Group shall reflect the entitlement of the WMS PepsiCo Group to such deductionsdeduction, and (iii) to the extent any such deductions are deduction is disallowed, the Midway Subsidiaries TRICON Group shall pay to the WMS PepsiCo Group an amount equal to the tax Tax paid by the WMS PepsiCo Group as a result of such disallowancedisallowance and (iv) within 1 day of the exercise of any such option the TRICON Group will pay to the PepsiCo Group an amount equal to the liability of the PepsiCo Group under the Federal Insurance Contributions Act, provided that the Federal Unemployment Tax Act or any state employment tax law in connection with the exercise of such amount shall not exceed an option, except to the tax benefit ultimately received by extent such Tax is withheld from a payment to the Midway subsidiaries as employee and remitted to a result of claiming such tax deductionsTaxing Authority on the employee's behalf. If it is determined that the Midway Subsidiaries TRICON Group shall claim all such Tax deductions, (i) the Returns of the WMS PepsiCo Group and the Midway Subsidiaries TRICON Group shall reflect such determination, (ii) within 1 day of the Midway Subsidiaries exercise of any such option, the TRICON Group shall pay to the WMS PepsiCo Group an amount equal to the product of the amount of the related deduction and the Midway Subsidiaries' PepsiCo Group's effective tax Tax rate for the relevant taxable Taxable period, as determined by the Midway PepsiCo Vice President, FinanceTax, and (iii) to the extent such deduction is disallowed, the WMS Group shall pay to the Midway Subsidiaries the amount TRICON and each member of the additional tax caused by such disallowance (including interest and penalties). WMS TRICON Group will indemnify Midway and each Midway Subsidiary the PepsiCo Group against any tax Tax liability of Midway and each Midway Subsidiary the PepsiCo Group under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act incurred in connection with the exercise of such an option or the incurrence of any other event resulting in a compensation related tax deduction, as the case may beoption, except to the extent such tax Tax is withheld from a payment to the employee and remitted to a taxing authority Taxing Authority on the employee's behalf, and (iv) to the extent such deduction is disallowed, and if the PepsiCo Vice President, Tax determines that the PepsiCo Group should file an amended Return claiming such deduction, the PepsiCo Group shall pay to the TRICON Group the actual benefit received by the PepsiCo Group in respect of such deduction. For purposes of the immediately preceding clause (iii), such benefit shall be considered equal to the excess of the amount of Tax that would have been payable to a Taxing Authority (or of the Tax refund that would have been receivable) by the PepsiCo Group in the absence of such deduction over the amount of Tax actually payable to a Taxing Authority (or of the Tax refund actually receivable) by the PepsiCo Group. Payment of the amount of such benefit shall be made within 30 days of the receipt by any member of the PepsiCo Group of any refund, credit or other offset attributable thereto from the relevant Taxing Authority.

Deductions and Certain Taxes Related to Options. The WMS Vice President, Finance shall determine whether the WMS PepsiCo Group or the Midway Subsidiaries shall file returns Returns claiming (x) the tax Tax deductions attributable to the exercise of options to purchase stock of WMS PepsiCo which are held by employees or former employees of the Midway Companies PBG Group and (y) any other similar compensation related tax Tax deductions. If it is determined that the WMS Group shall claim all such tax deductions Accordingly, (i) the WMS PepsiCo Group shall be entitled to any such tax Tax deductions, (ii) the returns Returns of the WMS PepsiCo Group and the Midway Subsidiaries PBG Group shall reflect the entitlement of the WMS PepsiCo Group to such deductions, and (iii) to the extent any such deductions are disallowed, the Midway Subsidiaries PBG Group shall file amended Returns claiming such deductions and shall pay to the WMS PepsiCo Group an amount equal to the tax actual benefit received by the PBG Group in respect of such deductions, and (iv) to the extent a Taxing Authority determines that the PepsiCo Group is liable for Taxes under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment Tax law in connection with the exercise of such an option, the PBG Group shall pay to the PepsiCo Group an amount equal to the Tax paid by the WMS PepsiCo Group as a result of such disallowanceTax liability within 30 days of demand therefor. If, provided that such amount shall not exceed at any time subsequent to a disallowance described in the tax benefit ultimately received by immediately preceding clause (iii), the Midway subsidiaries as a result of claiming such tax deductions. If it is determined PepsiCo Senior Vice President and Treasurer determines that the Midway Subsidiaries PBG Group shall claim all such subsequent Tax deductionsdeductions attributable to the exercise of options to purchase PepsiCo stock which are held by employees or former employees of the PBG Group, (i) the Returns of the WMS PepsiCo Group and the Midway Subsidiaries PBG Group filed after such determination shall reflect such determination, (ii) not later than 3 days prior to the Midway Subsidiaries due date of any such Return, PBG shall notify the PepsiCo Senior Vice President and Treasurer of the amount of Tax deductions it intends to claim on such Return with respect to such options or other compensation related Tax deductions, and (iii) the PBG Group shall pay to the WMS PepsiCo Group an amount equal to the product actual benefit received by the PBG Group in respect of such deductions. For purposes of the immediately preceding clause (i), the PepsiCo Senior Vice President and Treasurer will have the right to determine the amount of such Tax deductions that will be claimed by the PBG Group on any such Return. For purposes of each of the two immediately preceding clauses (iii), the actual benefit shall be considered equal to the excess of the amount of Tax that would have been payable to a Taxing Authority (or of the related deduction and the Midway Subsidiaries' effective tax rate for the relevant taxable period, as determined Tax refund that would have been receivable) by the Midway Vice President, Finance, and PBG Group in the absence of such deduction over the amount of Tax actually payable to a Taxing Authority (or of the Tax refund actually receivable ) by the PBG Group. Payment of the amount referred to in the first clause (iii) to of this Section 4(c) shall be made within 30 days of the extent such deduction is disallowedreceipt by any member of the PBG Group of any refund, credit or other offset attributable thereto from the WMS Group shall pay to the Midway Subsidiaries relevant Taxing Authority. Payment of the amount referred to in the second clause (iii) of this Section 4(c) shall be made not later than 3 days after the due date of the additional tax caused estimated Tax payment immediately following when any member of the PBG Group becomes entitled to any refund, credit or other offset attributable to such deduction. PBG agrees to act as PepsiCo's pay agent for purposes of administering and accounting for PepsiCo stock options held by such disallowance (including interest and penalties). WMS will indemnify Midway and each Midway Subsidiary against any tax liability employees or former employees of Midway and each Midway Subsidiary under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act incurred in connection with the exercise of such an option or the incurrence of any other event resulting in a compensation related tax deduction, as the case may be, except to the extent such tax is withheld from a payment to the employee and remitted to a taxing authority on the employee's behalfPBG Group.

Deductions and Certain Taxes Related to Options. The WMS PepsiCo Vice President, Finance Tax shall determine whether the WMS PepsiCo Group or the Midway Subsidiaries TRICON Group shall file returns Returns claiming (x) the tax Tax deductions attributable to the exercise of options to purchase stock of WMS PepsiCo which are held by employees or former employees of the Midway Companies TRICON Group and (y) any other similar compensation related tax Tax deductions. If it is determined that the WMS PepsiCo Group shall claim all such tax deductions Tax deductions, (i) the WMS PepsiCo Group shall be entitled to any such tax deductionsTax Deductions, (ii) the returns Returns of the WMS PepsiCo Group and the Midway Subsidiaries TRICON Group shall reflect the entitlement of the WMS PepsiCo Group to such deductions, and (iii) to the extent any such deductions are disallowed, the Midway Subsidiaries TRICON Group shall pay to the WMS PepsiCo Group an amount equal to the tax Tax paid by the WMS PepsiCo Group as a result of such disallowance, provided (iv)within 1 day of the exercise of any option described in clause (x) of the preceding sentence, and within 1 day of any other event that would result in a compensation related Tax deduction, as the case may be, the TRICON Group will pay to the PepsiCo Group an amount equal to the liability of the PepsiCo Group under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state employment tax law in connection with the exercise of such amount shall not exceed an option, except to the tax benefit ultimately received by extent such Tax is withheld from a payment to the Midway subsidiaries as employee and remitted to a result of claiming such tax deductionsTaxing Authority on the employee's behalf. If it is determined that the Midway Subsidiaries TRICON Group shall claim all such Tax deductions, (i) the Returns of the WMS PepsiCo Group and the Midway Subsidiaries TRICON Group shall reflect such determination, (ii) within 1 day of the Midway Subsidiaries exercise of any such option or the occurrence of any other event that would result in a compensation related Tax deduction, as the case may be, the TRICON Group shall pay to the WMS PepsiCo Group an amount equal to the product of the amount of the related deduction and the Midway Subsidiaries' PepsiCo Group's effective tax Tax rate for the relevant taxable Taxable period, as determined by the Midway PepsiCo Vice President, FinanceTax, and (iii) to the extent such deduction is disallowed, the WMS Group shall pay to the Midway Subsidiaries the amount TRICON and each member of the additional tax caused by such disallowance (including interest and penalties). WMS TRICON Group will indemnify Midway and each Midway Subsidiary the PepsiCo Group against any tax Tax liability of Midway and each Midway Subsidiary the PepsiCo Group under the Federal Insurance Contributions Act or the Federal Unemployment Tax Act incurred in connection with the exercise of such an option or the incurrence occurrence of any other event resulting in a compensation related tax Tax deduction, as the case may be, except to the extent such tax Tax is withheld from a payment to the employee and remitted to a taxing authority Taxing Authority on the employee's behalf, and (iv) to the extent such deduction is disallowed, and if the PepsiCo Vice President, Tax determines that the PepsiCo Group should file an amended Return claiming such deduction, the PepsiCo Group shall pay to the TRICON Group the actual benefit received by the PepsiCo Group in respect of such deduction. For purposes of the immediately preceding clause (iii), such benefit shall be considered equal to the excess of the amount of Tax that would have been payable to a Taxing Authority (or of the Tax refund that would have been receivable) by the PepsiCo Group in the absence of such deduction over the amount of Tax actually payable to a Taxing Authority (or of the Tax refund actually receivable) by the PepsiCo Group. Payment of the amount of such benefit shall be made within 30 days of the receipt by any member of the PepsiCo Group of any refund, credit or other offset attributable thereto from the relevant Taxing Authority. 5.