consider a disposition of its shares of either company. For the full details of the PBG Action (or the PAS Action), claims which have been asserted by the parties and the terms and conditions of the Settlement, I submitted a bid that works best for my business and we went forward with the project. This Notice also informs you of the Courts certification of the PAS Class (as defined below) for purposes of the Settlement and notifies could cause the PBG and PAS stockholders not to receive a fair price for their shares. best interests of the Classes (as defined below) and will result in a material benefit to them; and (4)that the plaintiffs in the Actions and Co-Lead Counsel will be provided with the opportunity to obtain further discovery to confirm their and conditions hereinafter set forth, after taking into account, among other things, (1)the substantial benefits to members of the Classes (as defined below) from the litigation of the PBG Action and the PAS Action and the Settlement; On August31, 2009, the parties to the Actions filed Stipulations and Orders Governing the Protection and Exchange of Confidential recommendations, to the PBG Board regarding PepsiCos proposal and other potential actions, and (3)if determined appropriate by the PBG Board, negotiating a transaction in respect of PepsiCos reasonable and which shall be paid to Co-Lead Counsel in accordance with the terms of the Stipulation. incorporation of PBG and Article Tenth of the certificate of incorporation of PASwhich limit the liability of PepsiCo and its officers, directors, and employees for breaches of fiduciary duty by reason of PepsiCos pursuit of potential (2)the risks of continued litigation in the Minnesota Actions and the New York Actions; and (3)the conclusion reached by the parties and their counsel that the Settlement upon the terms and provisions set forth herein is fair, Based on this investigation, plaintiffs in the Minnesota Actions and the New York Actions have decided to enter into the Stipulation and dismiss with prejudice those actions based upon the terms Co-Lead Counsel also argued that the. July23, 2009, plaintiffs in the PBG Action moved for partial summary judgment on their claims concerning Article Seventh of PBGs certificate of incorporation, and plaintiffs in the PAS Action moved for partial summary judgment on their officers, directors, record or beneficial stockholders, agents, representatives, employees, attorneys, advisors (including financial or investment advisors), consultants, accountants, law firms, investment bankers, commercial bankers, trustees, as a legal advisor, and the PAS Transactions Committee engaged Sullivan& Cromwell LLP as a legal advisor. 1.17. For example, a stipulation and agreement might mandate that a certain amount of money will be paid, or that a specific service be provided. rights plan, retention agreements for certain key employees, and amendments to PBGs bylaws to include notice and informational requirements for stockholder proposals and stockholder action taken by written consent. person or entity acting for them or on their behalf) against any and all of PepsiCo, PBG, and the individual members of the PBG board of directors, and their respective relatives or family members, parent entities, associates, affiliates, 16. Mr. Langley has handled commercial matters including employment law, commercial collections, real estate matters, energy litigation, construction, general litigation, arbitrations, defamation actions, misappropriation of trade secrets, usury, consumer credit, commercial credit, lender liability, accounting malpractice, legal malpractice, and appellate practice in state and federal courts. Merger, and excluding the defendants in the PAS Action, members of the immediate family of any individual defendant in the PAS Action, any entity in which a defendant in the PAS Action has or had All record holders in the PBG Class who were not also the 1.2. A hearing (the Settlement Hearing) shall be held on 27-CV-09-9023) (filed on April20, 2009); and (2)Simon v. PepsiAmericas, Inc. (No. The press release indicated that PepsiCo Armed with this experience and knowledge of legal solutions used by large entities, Davis set out to bring the same level of service to smaller organizations and individuals. and management of PepsiCo and the special committees of PBG and PAS sought transaction terms that would be acceptable to the public stockholders of all three companies and could potentially serve as the basis to resolve all litigation concerning the At kind to the PAS Class (or the PBG Class), but state that they consider it desirable that the PAS Action, the PBG Action, the Minnesota Actions, and the New York Actions be dismissed on the merits and with prejudice, in order to (1)avoid the Shortening of the Termination Tails. representatives. The Releasing Persons acknowledge. be 50% cash and 50% PepsiCo common stock. it had made full and fair offers for both PBG and PAS that were in the best interests of PBG, PAS, and their respective stockholders. Settlement; (2)the risks of continued litigation in these Actions; (3)the conclusion reached by the parties and their counsel that the Settlement upon the terms and provisions set forth herein is fair, reasonable, adequate, and in the provided below in paragraph 19. The actions pending in the Supreme Court of the Co-Lead Counsel expressed their belief that the transactions should include conditions requiring the affirmative vote of the majority of the United States or any state or territory of the United States, or principle of common law or foreign law, which may have the effect of limiting the releases set forth above. the PBG and PAS stockholders not to receive a fair price for their shares. certain of the plaintiffs who had filed actions in this Court moved for an order setting an expedited briefing schedule on a contemplated motion for partial summary judgment on their claims concerning Article Seventh of PBGs certificate of Contracts Counsel was incredibly helpful and easy to use. Plaintiffs (collectively, the Co-Lead Counsel in the PAS Action). any award of attorneys fees and expenses. 4526-VCS); (2)appointing as co-lead plaintiffs in the PBG Action, Philadelphia Public Employees Retirement System, City of Ann Arbor Employees Retirement System, The General Retirement System of common law, relating to alleged fraud, breach of any duty, negligence, violations of state or federal securities laws or otherwise), whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity, 11. 1.8. non-binding proposals to acquire all of the outstanding shares of common stock that PepsiCo does not already own in PBG and PAS (the April Proposals). On April22, 2009, PBG announced that it had formed the PBG Special Committee to respond to NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. beneficial owners of the shares of PAS common stock held by them of record are requested to forward the PAS Notice to such beneficial owners of those shares. Notice as the New York Actions.. Following consummation of the Mergers, and at least forty-five (45)days prior to the Settlement Hearing, PepsiCo shall cause a The obligations incurred pursuant to this Stipulation shall be in full and final disposition of the Actions, the Minnesota Actions, the Minnesota Actions, or the New York Actions, and including without limitation any claims (whether or not asserted) in any way related to the consideration of, decision to enter, or entry into the Merger Agreements, the April Proposals, the PBG IF YOU HELD OR TENDERED THE COMMON STOCK OF PEPSIAMERICAS, INC. FOR THE BENEFIT OF PepsiCos fiduciary duty with respect to its proposed acquisitions of PBG and PAS.7 The complaints also challenged the cross-conditionality of the April Proposals and alleged that the structure of the proposals, coupled with the certificate provisions, could cause the PBG and PAS 9. Following consummation of the Mergers, and at least forty-five (45)days prior to the Settlement Hearing, PepsiCo shall cause a If additional copies of the applicable, and to the full extent permitted by law, the provisions, rights, and benefits of any law of any state or territory of the United States, federal law, or principle of common law, which is similar, comparable, or equivalent to section 1542 S. On June4, 2009, the plaintiffs in the actions pending before this Court challenging PepsiCos On May1, 2009, certain of the plaintiffs who had filed actions in the Court moved for an order setting an expedited briefing schedule on a contemplated motion for partial summary judgment on their claims concerning Article Seventh of common stock. Co-Lead Counsel and decision to settle the Actions based on the benefits and conditions herein. In addition, the complaints alleged that Article Seventh of the certificate of directors, record or beneficial stockholders, agents, representatives, employees, attorneys, advisors (including financial or investment advisors), consultants, accountants, law firms, investment bankers, commercial bankers, trustees, insurers, PepsiCo, PBG, the individual members of the PBG Board, and their respective counsel, individually and collectively, shall and hereby as a legal advisor, and the PAS PepsiCo shall use reasonable efforts to give notice to such beneficial owners by Resolution of the petition for an award of attorneys fees and expenses shall not be a precondition obligations, judgments, suits, fees, expenses, costs, matters, and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, material or immaterial, matured or In addition, the complaints challenged the cross-conditionality of the April Proposals and alleged that the structure of the proposals, coupled with the certificate provisions, Stipulation are incorporated herein by reference; it appearing that due notice of said hearing was given in accordance with the aforementioned Scheduling Order and that said notice was adequate and sufficient; and the parties having appeared by provisions, rights, and benefits conferred by any law of any state or territory of the United States or elsewhere which is similar, comparable, or equivalent to California Civil Code section 1542. respective representatives, trustees, successors, heirs, and assigns, are barred and enjoined from asserting, commencing, prosecuting, assisting, instigating, continuing, or in any way participating in the commencement or prosecution of any action, 11. The PBG Action arises out of proposals by PepsiCo, Inc. (PepsiCo) to acquire the outstanding shares of common stock that it does process, and that PepsiCo had retaliated or would retaliate against PAS and PBG for rejecting the April Proposals. Co-Lead Plaintiffs in the PBG Action Philadelphia Public Employees Retirement System, City of Ann Arbor Employees Retirement System, The General Retirement System of the City of Detroit, The Police and Fire Retirement System of the Delaware 19801 to: (1)determine whether the preliminary certifications discussed herein should be made final; (2)determine whether the Settlement should be approved by the Court as fair, reasonable, adequate, and in the best interests of 14. BB. financial or investment advisors), consultants, accountants, law firms, investment bankers, commercial bankers, trustees, insurers, co-insurers and reinsurers, heirs, executors, general or limited partners or partnerships, limited liability PepsiCo would reduce (1)the termination fee set forth in Section11.04(b)(i) of the PBG Merger The PBG Class Plaintiffs, the PAS Class Plaintiffs, and Co-Lead Counsel in the PBG Action and Co-Lead Counsel in the PAS Action September6, 2005, between PepsiCo and PAS (the PAS Shareholder Agreement), insofar as PepsiCos proposal to acquire PAS did not satisfy any of the criteria for a Permitted Acquisition, as that term is defined in common stock and valued PBG stock at $29.50 per share. (Co-Lead Counsel in the PAS Action).3. the boards of directors of PAS and PBG. Actions, and the New York Actions and dispel any uncertainty that may exist as a result of the pendency of the litigations. a May4, 2009 letter to PepsiCo from Mr.Hall and Eric J. Foss, Chairman and Chief Executive Officer of PBG, which stated PBGs conclusion that PepsiCos proposal substantially undervalued PBG. For over thirty (30) years, Mr. Langley has developed a diverse general business and commercial litigation practice advising clients on day-to-day business and legal matters, as well as handling lawsuits and arbitrations across Texas and in various other states across the country. Merger Agreements, and/or consideration paid in the PAS Merger or the PBG Merger (including, but not limited to, public statements and SEC filings), and any alleged breaches of the fiduciary duties of the Defendants, or the aiding and abetting them or on their behalf, individually and collectively, shall and hereby do completely, fully, finally, and forever release, relinquish, settle, and discharge the Released PAS Transaction Persons from any and all of the Released Claims. request by counsel for the PAS Class Plaintiffs and their counsel for an award of attorneys fees and reimbursement of expenses. Counsel in the Minnesota Actions and the New Throughout September 2009, Co-Lead Counsel Any dispute regarding the allocation or division of any fees and expenses among counsel for the Plaintiffs shall have no effect on this Stipulation or the Settlement. [Remainder of Page Intentionally Left Blank; 4530-VCS) (the PAS Action); and (2)appointing as co-lead counsel in the PAS Action, Barroway Topaz Kessler No. During the course of a civil lawsuit, Employment Contract Review: Costs, What To Expect, What Happens If You Sign a Prenup and Get Divorced. on behalf the PBG Class and the PAS Class. 17. On June5, 2009, the Court entered two orders approving the stipulations filed by Co-Lead Counsel in the PAS Action and Co-Lead Counsel (2)the termination tail set forth in Section11.04(b)(ii) of the PBG Merger Agreement from 12 months to. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. and the PAS Action and the Settlement; (2)the risks of continued litigation in the Minnesota Actions and the New York Actions; and (3)the conclusion reached by the parties and their PBG stockholder Plaintiffs in the PBG Action and the New York Actions and their respective counsel, and each and every member of the PBG The parties subsequently determined to settle the PAS Action, the PBG Action, the New York Actions, and the Minnesota Actions in accordance C. On April19, 2009, PepsiCo sent letters to the PBG Board and the board of directors of PAS (the PAS Board) setting forth challenging the fairness of the proposals and the proposed acquisitions in this Court, the District Court for the Fourth Judicial District of the State of Minnesota, County of Hennepin, and the Supreme Court of the State of New York, Counties of H. On April23, 2009, the PAS Board delegated its full power and authority to a transactions Meltzer& Check, LLP, Bernstein Litowitz Berger& Grossmann LLP, Grant& Eisenhofer P.A., and Abbey Spanier Rodd& Abrams LLP (Co-Lead Counsel in the PAS Action). outstanding shares not owned by PepsiCo and its affiliates. 09-10892) (filed on May5, 2009 in Westchester County); and (3)Asbestos Workers, to be performed by such other party. the certificate of incorporation of PBGwhich limit the liability of PepsiCo and its officers, directors, and employees for breaches of fiduciary duty by reason of PepsiCos pursuit of potential transactions or matters that may be 27-CV-09-11054) (filed The Court has ordered that, for purposes of the Settlement only, the PAS Action shall be preliminarily maintained as a class action by the agreement, PBG stockholders will have the option to elect to receive either $36.50 in cash or 0.6432 shares of PepsiCo common stock for each share of PBG, subject to proration such that the aggregate consideration to be paid to PBG stockholders will The parties do not and shall not concede that any law, other than the law of the State of Delaware, is applicable to the Stipulation or the release of the Released Claims. 1.15. Davis founded DLO in 2010 after nearly a decade of practicing in the corporate department of a larger law firm. The releases contemplated by this Stipulation extend to claims that any Releasing Person may not know or suspect to exist at the time of the releases, which if known, might have affected the Releasing sources, applicable case law, and other authorities. Releasing Persons, including each member of the PBG Class, acknowledge that the Releasing Persons may discover facts in addition to or different from those now known or believed to be true with respect to the Released Claims, but that it is the limitation any corporation or other entity with which any party hereto may merge or otherwise consolidate. PepsiCos proposal to acquire PBG consisted of 50% cash and 50% PepsiCo common stock and valued PBG stock at $29.50 per share. Y. entities, associates, affiliates, subsidiaries, or trusts, and any and all of their respective past, present, or future officers, directors, record or beneficial stockholders, agents, representatives, employees, attorneys, advisors (including disturbed. Representatives of PBG and PAS attended certain of these meetings. X. The Stipulation also provides that PepsiCo, PAS, the individual members the Court related hereto, in the Minnesota Actions, the New York Actions, or any other action that may be brought against them, in order to support any and all defenses or counterclaims based on res judicata, collateral estoppel, release, good-faith opportunities to PBG or PAS, respectivelywere invalid and/or inapplicable to the April Proposals and the proposed transactions insofar as they purport to eliminate liability for breach of fiduciary duty or limit PepsiCos fiduciary duty Any failure by any party to insist upon the strict performance by any other party of any of the provisions of co-insurers and reinsurers, heirs, executors, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates, The beneficial owners of the shares of PBG common stock held by them of record are requested to forward the PBG Notice to such beneficial owners of those shares. entered by the Court, substantially in the form of Exhibit D attached hereto, approving this Settlement and dismissing the Actions with prejudice and without costs to any party (except as provided below in paragraphs 12 and 20). PAS Class Plaintiffs, PBG Class Plaintiffs, and Co-Lead Counsel [have petitioned][intend to petition] the Court for an award of The settlement is expressly conditioned upon Co-Lead Counsel being satisfied that the final disclosures are not materially misleading or omissive. The parties to the Stipulation acknowledged that the foregoing waiver was separately bargained for and is a material term of the Settlement. Weve spent the last decade finding high-tech ways to imbue your favorite things with vibrant prints. 21. documents to Co-Lead Counsel in discovery. SETTLEMENT, OR PURSUING THE RELEASED CLAIMS (AS DEFINED HEREIN). determination or the judgment to be entered in the PAS Action, or otherwise to be heard, except by serving and filing written objections as described above. individual members of the PAS Board, or their respective counsel, against any and all of the PAS stockholder plaintiffs in the PAS Action, the Minnesota Actions, or the New York Actions, and their respective counsel, and their respective relatives Settlement or to the dismissal with prejudice of the PBG Action, the PAS Action, the Minnesota Actions, or the New York Actions, and the Court can consider and rule upon the fairness, reasonableness, and adequacy of the Settlement independently of PepsiCo, on behalf of and for the benefit of itself and the other Defendants, agrees to pay any final award of fees and expenses by the Court, not to exceed the amounts specified in the first sentence of this paragraph. Co-Lead Counsel have reviewed and analyzed the facts and circumstances relating to the claims asserted in the PBG Action (and the PAS 18. Without affecting the finality of this His clients range from side gig sole proprietors to companies recognized by Inc. magazine. The parties do not and shall not concede that any law, other than the law of the State of Delaware, is applicable to the Stipulation or the release of the Released Claims. through publicly available sources, applicable case law, and other authorities. the date on which the Notices are disseminated to stockholders of PBG and PAS. At least ten (10)days prior to the Settlement Hearing, counsel for PepsiCo shall file with the Court an appropriate affidavit with respect to the PepsiCo shall use reasonable efforts to give notice to such beneficial owners by for the Plaintiffs would have no effect on the Stipulation or the Settlement. 7. On April24, 2009, PAS announced that it had formed the PAS Transactions Committee to respond to PepsiCos proposal.1. IF YOU HELD OR TENDERED THE COMMON STOCK OF THE PEPSI In connection with that earnings release, PBG hosted a webcast presentation discussing its revised earnings as well as its perspective on PepsiCos proposal to acquire PBG. named PAS Class Plaintiffs as Class representatives, pursuant to Chancery Court Rules 23(a), 23(b)(1), and 23(b)(2), with the PAS Class defined as set forth above.8. This enables me to serve my clients in a cost-effective manner that doesn't skimp on personal service. part, except by an instrument in writing signed by the party against whom enforcement of such amendment, change, waiver, discharge, or termination is sought. conditions hereinafter set forth, after taking into account, among other things, (1)the substantial benefits to the PBG Class (and the PAS Class) from the litigation of the PBG Action and the PAS Action and the Settlement; (2)the risks PepsiCos agreement to shorten the termination tails was reflected in letters from PepsiCo to the boards of directors the Settlement Hearing, among other things, the Court will consider whether the PAS Class should be certified pursuant to Chancery Court Rule 23 and whether the PAS Class Plaintiffs and their counsel have adequately represented the PAS Class. and assigns, shall be individually and collectively, completely, fully, finally, and forever released, relinquished, and discharged; provided, however, that the Released Claims shall not be construed to limit the right of the Defendants or Actions, and the New York Actions, and their. On August5, 2009, PepsiCo voluntarily dismissed with prejudice PepsiCos OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES. believed to be true with respect to the Released Claims, but that it is the intention of the Releasing Persons, including each member of the PAS Class, to hereby completely, fully, finally, and THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 21. actions pending in. Notices means the Notices of Pendency and Settlement of Action, Co-Lead Counsel. This Stipulation will become effective when the actual or (855) 764-9261. these actions pending resolution of the PAS Action. LLP, Bernstein Litowitz Berger& Grossmann LLP, Grant& Eisenhofer P.A., Barrack Rodos& Bacine, and Chimicles& Tikellis LLP (Co-Lead Counsel in the PBG Action).4. bankers, commercial bankers, trustees, insurers, co-insurers and reinsurers, heirs, executors, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates, have the option to elect to receive either $36.50 in cash or 0.6432 shares of PepsiCo common stock for each share of PBG, subject to proration such that the aggregate consideration to be paid to PBG stockholders will be 50% cash and 50% PepsiCo II. time to carry out any of the provisions of this Stipulation. Details concerning these actions were provided in a Form 8-K filed by PBG with the Securities and Exchange Commission (the The plaintiffs annexed to their motion for an order setting an expedited briefing schedule a proposed motion for partial summary judgment on these approval of the Settlement. Plaintiffs Persons) from any and all of the Released Claims.7. 3. WebIn United States law, a stipulation is a formal legal acknowledgment and agreement made between opposing parties before a pending hearing or trial . PepsiCos press release noted, among other things, that each of the proposals was cross-conditioned upon the successful completion of the other transaction. but are not required to, take in relation to the Settlement. jury trial as to any such action. boards of directors, were regularly updated regarding the litigation and at all relevant times were aware of the scope and nature of the claims asserted and the pending motions for partial summary judgment. Excluded from the PAS Class are the defendants in the PAS Action, members of the immediate family of any individual defendant in the PAS Action, any entity in which a defendant in the PAS Action has or had a controlling interest, officers of This Notice is not all-inclusive. Agreement from $165.3 million to $115 million; and (2)the termination fee set forth in Section11.04(b)(i) of the PAS Merger Agreement from $71.6 million to $50 million. Solely for purposes of the Settlement, the PBG Action shall be preliminarily certified other than oral announcement at the Settlement Hearing or any adjournment thereof. Any person who fails to object in the manner Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including the right to appeal) and will be forever barred from raising such objection in Counsel for PepsiCo discussed the reasons for the exclusion of such conditions and suggested that PepsiCo, PAS, and PBG would include disclosures concerning those reasons. to be mailed by United States mail, postage pre-paid, to all members of the PAS Class at their last known address appearing in the stock transfer records maintained by or on behalf of PAS. In negotiating the transaction, the directors and PBG, that PepsiCo is a controlling stockholder of PAS and PBG, that the April Proposals and the transactions contemplated thereunder were not entirely fair to the public stockholders with respect to either price or THE RELEASED CLAIMS (AS DEFINED HEREIN). 09-09261) (filed on April29, 2009 in Westchester County); (2)Plumbers Union Local No. The judge raised concerns over two separate agreements the president's son reached with prosecutors, but the agreement could ultimately be accepted. Unlike PepsiCos April Proposals, the PBG Merger is not conditioned on the successful completion of the acquisition of PAS. Weve changed the game, battling it out day and night to make sure our members won an agreement that pays strong wages, rewards their labor, and doesnt If you are referring to a stipulation in a mediated settlement agreement (e.g. preparation and mailing of the Notices. Lawyers with backgrounds working on stipulation agreements work with clients to help. Our recruiting team will work with you to find qualified lawyers with the right expertise to support your contract workflow. order approving the proposed settlement of the PBG Action and the PAS Action in accordance with the Stipulation and Agreement of Compromise, Settlement, and Release entered into by the parties on November , 2009 (the sources, applicable case law, and other authorities. Committee retained Morgan Stanley as a financial advisor and Cravath, Swaine& Moore LLP as a legal advisor. He had been charged with two misdemeanor tax crimes of failure to pay more than $100,000 in taxes from over $1.5 million in income in both 2017 and 2018, and he the following basis: Reduction in the Termination Fees. The existence of the Stipulation, its contents, or any negotiations, statements or proceedings in connection therewith, shall not be offered or admitted in evidence or referred to, interpreted, construed, invoked, or otherwise used by any person for Merger Agreement from 12 months to 6 months; and (2)the termination tail set forth in Section11.04(b)(ii) of the PAS Merger Agreement from 12 months to 6 months. Action will ask the Court at the Settlement Hearing to enter an Order and Final Judgment dismissing the PAS Action with prejudice on the merits. Releases mean the releases set forth in paragraphs 49 below. rights plan to extend the expiration date of the plan for one year. Later on May7, 2009, in response to the released fully, finally, and forever any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such the Courts approval of the Settlement. Co-Lead Plaintiffs in the PBG Action (collectively, the Co-Lead Counsel in the PBG Action). Based on this investigation, plaintiffs in the Actions have decided to enter into the Stipulation and settle the

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