Common use of TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS Clause in Contracts

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo Plans for such Transferred Individuals. PepsiCo and TRICON shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo Plans and the TRICON Plans. TRICON shall not permit any TRICON Plan to commence benefit payments to any Transferred Individual until it receives notice from PepsiCo regarding the date on which payments under the corresponding PepsiCo Plan shall cease. With respect to Transferred Individuals, each TRICON Plan shall provide that all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON Plan to the same extent as if such items occurred under such TRICON Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets from certain trusts relating to PepsiCo Plans (including Foreign Plans) to the corresponding trusts relating to TRICON Plans (including Foreign Plans) are based upon the understanding of the parties that each such TRICON Plan will assume all Liabilities of the corresponding PepsiCo Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON Plan, then the amount of assets transferred to the trust relating to such TRICON Plan from the trust relating to the corresponding PepsiCo Plan shall be recomputed, ab initio, as set forth below but taking into account the retention of such Liabilities by such PepsiCo Plan, and assets shall be transferred by the trust relating to such TRICON Plan to the trust relating to such PepsiCo Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of assets.

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON SpinCo Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo Parent Plans for such Transferred Individuals. PepsiCo Parent and TRICON SpinCo shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo Parent Plans and the TRICON SpinCo Plans. TRICON SpinCo shall not permit any TRICON SpinCo Plan to commence benefit payments to any Transferred Individual Individuals until it receives written notice from PepsiCo Parent regarding the date on which payments under the corresponding PepsiCo Parent Plan shall cease. With To the extent permitted by applicable law, with respect to Transferred Individuals, each TRICON SpinCo Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo Parent Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON SpinCo Plan to the same extent as if such items originally occurred under such TRICON SpinCo Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo Parent Plans (including Foreign Plans) to the corresponding trusts relating to TRICON SpinCo Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON SpinCo Plan will assume all Liabilities of under the corresponding PepsiCo Parent Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON SpinCo Plan, then the amount of assets transferred to the trust relating to such TRICON SpinCo Plan from the trust relating to the corresponding PepsiCo Parent Plan shall be recomputed, ab initio, as set forth below in this Agreement but taking into account the retention of any such Liabilities by such PepsiCo Parent Plan, and assets shall be transferred by the trust relating to such TRICON SpinCo Plan to the trust relating to such PepsiCo Parent Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets.

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON Spinco Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo NSI Plans for such Transferred Individuals. PepsiCo NSI and TRICON Spinco shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo NSI Plans and the TRICON Spinco Plans. TRICON Spinco shall not permit any TRICON Spinco Plan to commence benefit payments to any Transferred Individual Individuals until it receives written notice from PepsiCo NSI regarding the date on which payments under EMPLOYEE BENEFITS AGREEMENT the corresponding PepsiCo NSI Plan shall cease. With respect to Transferred Individuals, each TRICON Spinco Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo NSI Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON Spinco Plan to the same extent as if such items originally occurred under such TRICON Spinco Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo NSI Plans (including Foreign Plans) to the corresponding trusts relating to TRICON Spinco Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON Spinco Plan will assume all Liabilities of the Transferred Individuals and corresponding PepsiCo NSI Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON Spinco Plan, then the amount of assets transferred to the trust relating to such TRICON Spinco Plan from the trust relating to the corresponding PepsiCo NSI Plan shall be recomputed, ab initio, as set forth below in this Agreement but taking into account the retention of any such Liabilities by such PepsiCo NSI Plan, and assets shall be transferred by the trust relating to such TRICON Spinco Plan to the trust relating to such PepsiCo NSI Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets.. EMPLOYEE BENEFITS AGREEMENT

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON Spinco Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo NSI Plans for such Transferred Individuals. PepsiCo NSI and TRICON Spinco shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo NSI Plans and the TRICON Spinco Plans. TRICON Spinco shall not permit any TRICON Spinco Plan to commence benefit payments to any Transferred Individual Individuals until it receives written notice from PepsiCo NSI regarding the date on which payments under the corresponding PepsiCo NSI Plan shall cease. With respect to Transferred Individuals, each TRICON Spinco Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo NSI Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON Spinco Plan to the same extent as if such items originally occurred under such TRICON Spinco Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo NSI Plans (including Foreign Plans) to the corresponding trusts relating to TRICON Spinco Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON Spinco Plan will assume all Liabilities of the Transferred Individuals and corresponding PepsiCo NSI Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON Spinco Plan, then the amount of assets transferred to the trust relating to such TRICON Spinco Plan from the trust relating to the corresponding PepsiCo NSI Plan shall be recomputed, ab initio, as set forth below in this Agreement but taking into account the retention of any such Liabilities by such PepsiCo NSI Plan, and assets shall be transferred by the trust relating to such TRICON Spinco Plan to the trust relating to such PepsiCo NSI Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets.

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON Certegy Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo Equifax Plans for such Transferred Individuals. PepsiCo Equifax and TRICON Certegy shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo Equifax Plans and the TRICON Certegy Plans. TRICON Certegy shall not permit any TRICON Certegy Plan to commence benefit payments to any Transferred Individual Individuals until it receives notice from PepsiCo Equifax regarding the date on which payments under the corresponding PepsiCo Equifax Plan shall cease. With respect to Transferred Individuals, each TRICON Certegy Plan shall provide that all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo Equifax Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON Certegy Plan to the same extent as if such items originally occurred under such TRICON Certegy Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo Equifax Plans (including Foreign Plans) to the corresponding trusts relating to TRICON Certegy Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON Certegy Plan will assume all Liabilities of the Transferred Individuals and corresponding PepsiCo Equifax Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON Certegy Plan, then the amount of assets transferred to the trust relating to such TRICON Certegy Plan from the trust relating to the corresponding PepsiCo Equifax Plan shall be recomputed, ab initio, as set forth below in this Agreement but -- ------ taking into account the retention of such Liabilities by such PepsiCo Equifax Plan, and assets shall be transferred by the trust relating to such TRICON Certegy Plan to the trust relating to such PepsiCo Equifax Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of assets.

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON Certegy Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo Equifax Plans for such Transferred Individuals. PepsiCo Equifax and TRICON Certegy shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo Equifax Plans and the TRICON Certegy Plans. TRICON Certegy shall not permit any TRICON Certegy Plan to commence benefit payments to any Transferred Individual Individuals until it receives notice from PepsiCo Equifax regarding the date on which payments under the corresponding PepsiCo Equifax Plan shall cease. With respect to Transferred Individuals, each TRICON Certegy Plan shall provide that all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo Equifax Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON Certegy Plan to the same extent as if such items originally occurred under such TRICON Certegy Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo Equifax Plans (including Foreign Plans) to the corresponding trusts relating to TRICON Certegy Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON Certegy Plan will assume all Liabilities of the Transferred Individuals and corresponding PepsiCo Equifax Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON Certegy Plan, then the amount of assets transferred to the trust relating to such TRICON Certegy Plan from the trust relating to the corresponding PepsiCo Equifax Plan shall be recomputed, ab initio, as set forth below in this -- ------ Agreement but taking into account the retention of such Liabilities by such PepsiCo Equifax Plan, and assets shall be transferred by the trust relating to such TRICON Certegy Plan to the trust relating to such PepsiCo Equifax Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of assets.

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON PSI Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo Equifax Plans for such Transferred Individuals. PepsiCo Equifax and TRICON PSI shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo Equifax Plans and the TRICON PSI Plans. TRICON PSI shall not permit any TRICON PSI Plan to commence benefit payments to any Transferred Individual Individuals until it receives notice from PepsiCo Equifax regarding the date on which payments under the corresponding PepsiCo Equifax Plan shall cease. With respect to Transferred Individuals, each TRICON PSI Plan shall provide that all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo Equifax Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON PSI Plan to the same extent as if such items originally occurred under such TRICON PSI Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo Equifax Plans (including Foreign Plans) to the corresponding trusts relating to TRICON PSI Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON PSI Plan will assume all Liabilities of the Transferred Individuals and corresponding PepsiCo Equifax Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON PSI Plan, then the amount of assets transferred to the trust relating to such TRICON PSI Plan from the trust relating to the corresponding PepsiCo Equifax Plan shall be recomputed, ab initio, as set forth below in -- ------ this Agreement but taking into account the retention of such Liabilities by such PepsiCo Equifax Plan, and assets shall be transferred by the trust relating to such TRICON PSI Plan to the trust relating to such PepsiCo Equifax Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of assets.

TERMS OF PARTICIPATION BY TRANSFERRED INDIVIDUALS. The TRICON SpinCo Plans shall be, with respect to Transferred Individuals, in all respects the successors in interest to, shall recognize all rights and entitlements as of the Close of the Distribution Date under, and shall not provide benefits that duplicate benefits provided by, the corresponding PepsiCo Parent Plans for such Transferred Individuals. PepsiCo Parent and TRICON SpinCo shall agree on methods and procedures, including amending the respective Plan documents, to prevent Transferred Individuals from receiving duplicative benefits from the PepsiCo Parent Plans and the TRICON SpinCo Plans. TRICON SpinCo shall not permit any TRICON SpinCo Plan to commence benefit payments to any Transferred Individual Individuals until it receives written notice from PepsiCo Parent regarding the date on which payments under the corresponding PepsiCo Parent Plan shall cease. With respect to Transferred Individuals, each TRICON SpinCo Plan shall provide that all benefit or other elections, all designations of beneficiaries, all service, all compensation, and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding PepsiCo Parent Plan (including the PepsiCo Restaurant Health and Welfare Plans) (for periods immediately before the Close of the Distribution Date) shall, as of Immediately immediately after the Distribution Date, receive full recognition, credit, and validity and be taken into account under such TRICON SpinCo Plan to the same extent as if such items originally occurred under such TRICON SpinCo Plan, except to the extent that duplication of benefits would result. The provisions of this Agreement for the transfer of assets assets, if any, from certain trusts relating to PepsiCo Parent Plans (including Foreign Plans) to the corresponding trusts relating to TRICON SpinCo Plans (including Foreign Plans) are based upon the understanding and agreement of the parties that each such TRICON SpinCo Plan will assume all Liabilities of under the corresponding PepsiCo Parent Plan to or relating to Transferred Individuals, as provided for herein. If there are any legal or other authoritative reasons that any such Liabilities are not effectively assumed by the appropriate TRICON SpinCo Plan, then the amount of assets transferred to the trust relating to such TRICON SpinCo Plan from the trust relating to the corresponding PepsiCo Parent Plan shall be recomputed, ab initio, as set forth below in this Agreement but taking into account the retention of any such Liabilities by such PepsiCo Parent Plan, and assets shall be transferred by the trust relating to such TRICON SpinCo Plan to the trust relating to such PepsiCo Parent Plan so as to place each such trust in the position it would have been in, had the initial asset transfer been made in accordance with such recomputed amount of transferred Liabilities and assets.