PEPSICO LONG TERM SAVINGS PROGRAM
As Amended and Restated
Effective July 1, 1992, Except as Otherwise Noted
[Subject to Approval by the Internal Revenue Service]
PEPSICO LONG TERM SAVINGS PROGRAM
Table of Contents
Page
ARTICLE I Foreword I-1
ARTICLE II Definitions and Construction
2.1 Definitions II-1
2.2 Construction II-18
ARTICLE III Eligibility and Participation
3.1 Eligibility III-1
3.2 Participation III-1
ARTICLE IV Contributions and Deferral Amounts
4.1 Deferral Amount IV-1
4.2 Dollar Limits on Elective
Deferrals IV-2
4.3 Limitation on Deferral Percentage IV-4
4.4 Rollover Contributions IV-8
4.5 Maximum Allocations IV-8
4.6 Excess Allocations IV-15
4.7 Fund for Exclusive Benefit
of Participants IV-16
ARTICLE V Interests of Participants
5.1 Accounts of Participants V-1
5.2 Investment of Participant Accounts V-1
5.3 Adjusting Account Balances V-11
ARTICLE VI Distributions to Participants
6.1 Termination of Employment VI-1
6.2 Death VI-1
6.3 Withdrawals VI-1
6.4 Form of Distributions VI-4
6.5 Errors in Participant's Accounts VI-5
6.6 Commencement of Payments VI-5
6.7 Payment for Benefit of Disabled
or Incapacitated Person VI-8
6.8 No Other Benefits or Withdrawals VI-8
ARTICLE VII Plan Loans
7.1 Eligibility for Plan Loans VII-1
7.2 Application Procedure VII-1
7.3 Loan Amount VII-2
7.4 Maximum Number of Outstanding Loans
and Refinancing VII-3
7.5 Effect on Participant's Investment VII-3
</ PAGE>
7.6 Fees VII-4
7.7 Interest Rate VII-4
7.8 Term and Repayment VII-5
7.9 Loan Default VII-6
7.10 Nondiscrimination VII-6
7.11 Collins Food International, Inc. VII-6
7.12 Miscellaneous VII-7
ARTICLE VIII Determination of Beneficiary
8.1 Certain Married Participants VIII-1
8.2 Other Participants VIII-3
ARTICLE IX Administration
9.1 Allocation of Responsibility Among
Fiduciaries for Plan and Trust
Administration IX-1
9.2 Administration IX-1
9.3 Claims Procedure IX-2
9.4 Records and Reports IX-3
9.5 Other Administrative Powers
and Duties IX-3
9.6 Rules and Decisions IX-4
9.7 Procedures IX-4
9.8 Authorization of Benefit
Distributions IX-4
9.9 Application and Forms for
Distributions IX-4
ARTICLE X Trust Fund X-1
ARTICLE XI Amendment of the Plan XI-1
ARTICLE XII Termination of the Plan XII-1
ARTICLE XIII Miscellaneous
13.1 Participants' Rights; Acquittance XIII-1
13.2 Nonalienation of Benefits XIII-1
13.3 Actions Involving the Trust XIII-2
13.4 Qualification of Plan as a Condition XIII-3
13.5 Successor to the Company XIII-3
13.6 Transfer of Plan Assets XIII-4
13.7 Indemnification XIII-4
13.8 Action by the Company XIII-4
13.9 Applicable Law XIII-5
13.10 Interpreting the Plan XIII-5
ARTICLE XIV Top-Heavy Plan Provisions
14.1 Application XIV-1
14.2 Definitions XIV-1
14.3 Allocation of Minimum Contribution XIV-2
ARTICLE XV Signature XV-1
APPENDIX Appendix
Article A KFC-Collins A-1
Article B KFC Hourly Employees B-1
Article C Pizza Hut Hourly Employees C-1
Article D Prior Definitions of Eligible Pay D-1
SCHEDULE 1 Designated Employers for Nonrestaurant
Salaried Employees 1-1
SCHEDULE 2 Designated Employers for Nonrestaurant
Hourly and Commissioned Employees 2-1
SCHEDULE 3 Designated Employers for Restaurant
Employees 3-1
SCHEDULE 4 Designated Employers for Transportation
Employees 4-1
SCHEDULE 5 Designated Hourly Employees of the
Company 5-1
I-1
ARTICLE I
Foreword
The PepsiCo Long Term Savings Program permits eligible
employees to defer receipt of a portion of their Eligible Pay in
order to promote savings on a tax-favored basis. The Plan
provides for distributions in the event of termination of
employment, death, or attainment of age 59-1/2. In addition, in
certain circumstances, withdrawals are permitted in the event of
hardship.
The Plan has been established by PepsiCo, Inc. for the
benefit of its salaried Employees and certain union employees and
certain salaried, commissioned sales and hourly Employees of each
subsidiary designated by PepsiCo, Inc. which adopts this Plan as
an Employer.
The PepsiCo Long Term Savings Program was initially
established effective July 1, 1983, and was subsequently
amended. Effective December 31, 1991, the Kentucky Fried Chicken
Corporation Long Term Savings Program, the Pizza Hut Long Term
Savings Program, the Pepsi-Cola Operating Company Long Term
Savings Program and the Taco Bell Long Term Savings Program (the
"Merged Plans") were merged into the PepsiCo Long Term Savings
Program (the "Plan"). The Plan was amended and restated
effective July 1, 1992. Except as otherwise provided herein,
this amendment and restatement is effective as of July 1, 1992
and applies to persons who are Participants in the Plan on or
after that date. Except as so provided, the rights and benefits
with respect to persons who terminated participation in the Plan
or the Merged Plans prior to that date shall be governed by the
prior provisions of the Plan and the Merged Plans. The
provisions set forth in the following Articles apply to all
Participants except to the extent otherwise provided. To provide
for the investment of contributions to this Plan and other tax-
favored savings plans maintained by it and its subsidiaries and
affiliates, PepsiCo, Inc. has established the Master Trust
described in Article X.
II-1
ARTICLE II
Definitions and Construction
2.1 Definitions: This section provides definitions
for certain words and phrases listed below. These definitions
can be found on the pages indicated.
Page
(a) Account II-2
(b) Authorized Leaves of Absence II-2
(c) Annuity Starting Date II-2
(d) Beneficiary II-2
(e) Board II-2
(f) Code II-2
(g) Company II-2
(h) Company Stock II-2
(i) Effective Date II-3
(j) Elective Deferral II-3
(k) Eligible Pay II-3
(l) Employee II-10
(m) Employer II-10
(n) Employment II-11
(o) Employment Commencement Date II-11
(p) ERISA II-11
(q) Excess Contributions II-11
(r) Excess Elective Deferrals II-11
(s) Fiduciaries II-11
(t) Highly Compensated Employee II-12
(u) Hour of Service II-14
(v) Investment Expense II-14
(w) Limitation Year II-14
(x) Merged Plans II-14
(y) Non-Highly Compensated Employee II-15
(z) Participant II-15
(1) Active Participant II-15
(2) Inactive Participant II-15
(aa) PepsiCo Organization II-15
(bb) Plan II-15
(cc) Plan Administrator II-15
(dd) Plan Year II-15
(ee) Recordkeeper II-15
(ff) Retired Employee II-16
(gg) Rollover Account II-16
(hh) Rollover Contributions II-16
II-2
(ii) Salary Deferral Account II-16
(jj) Salary Deferral Contributions II-16
(kk) Severance from Service Date II-16
(ll) Termination of Employment II-17
(mm) Trust (or Trust Fund) II-17
(nn) Trustee II-17
(oo) Valuation Date II-17
(pp) Year of Service II-17
Where the following words and phrases in bold face and underlined
appear in this Plan with initial capitals they shall have the
meaning set forth below, unless a different meaning is plainly
required by context.
(a) ACCOUNT: A Participant's total interest in the
Plan, the aggregate of the Participant's Salary Deferral Account
and Rollover Account (and any other accounts that may be provided
for in the Appendix).
(b) AUTHORIZED LEAVES OF ABSENCE: Any absence: (i)
that is authorized by an Employer under its standard personnel
practices; and (ii) during which the individual's base pay is
continued by the Employer. It is intended that all persons under
similar circumstances shall be treated alike in the granting of
such Authorized Leaves of Absence.
(c) ANNUITY STARTING DATE: The first day on which all
events have occurred that entitle the Participant to payment of a
benefit.
(d) BENEFICIARY: Any person or persons (natural or
otherwise) determined under Article VIII to be entitled to
receive benefits hereunder upon the death of a Participant.
(e) BOARD: The Board of Directors of the Company.
(f) CODE: The Internal Revenue Code of 1986, as
amended from time to time.
(g) COMPANY: PepsiCo, Inc., a corporation organized
and existing under the laws of the State of North Carolina, or
its successor or successors.
(h) COMPANY STOCK: The capital stock issued by the
Company.
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(i) EFFECTIVE DATE: The date upon which this
amendment and restatement is generally effective, July 1, 1992.
Certain identified provisions are effective on different dates as
noted herein. Provisions made effective prior to July 1, 1992
amend the corresponding terms of both the Plan and the Merged
Plans as of the date indicated, and any reference in such
provisions to the Plan shall be taken as a reference to both the
Plan and the Merged Plans (unless the context clearly indicates
to the contrary).
(j) ELECTIVE DEFERRAL: With respect to any taxable
year, a Participant's Elective Deferral is the sum of all
employer contributions made on his behalf pursuant to an election
to defer under any (i) qualified cash or deferred arrangement (as
defined in Code section 401(k), (ii) simplified employee pension
cash or deferred arrangement (as defined in Code section 408(k)),
(iii) eligible deferred compensation plan under Code section 457,
(iv) plan described in Code section 501(c)(18), and (v) any
employer contribution made on the behalf of a Participant for the
purchase of an annuity contract under Code section 403(b)
pursuant to a salary reduction agreement.
(k) ELIGIBLE PAY: Effective January 1, 1993, for each
Plan Year, a Participant's Eligible Pay shall be determined as
follows:
(1) Participants Other Than Those Employed by the KFC
Division: With respect to all Participants other than those
employed by the KFC division, Eligible Pay shall be determined as
follows:
(i) In the case of a Participant who is a salaried
Employee considered exempt from the minimum wage and overtime
pay provisions of the Fair Labor Standards Act, Eligible Pay shall mean:
(A) If the Participant was an Employee on
the Eligible Pay determination date (or dates), (hereinafter
referred to as the determination date), designated by the Plan
Administrator, with respect to Employees employed by the Frito
division,
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(I) the Participant's annual base salary
in effect on the Eligible Pay determination date in the preceding
Plan Year, plus
(II) any lump sum amount received by
the Participant prior to the Salary Determination Date and during
such preceding Plan Year under the PepsiCo Executive Incentive or
PepsiCo's or subsidiary's Middle Management Incentive Plan,
including any trimester Frito-Lay Management Incentive Plan
payments received by the Participant.
(B) If the Participant was not an Employee on the
Eligible Pay determination date in the preceding Plan Year, the
Participant's annual base salary on his Employment Commencement
Date.
(ii) In the case of a Participant who is a salaried
Employee not considered exempt from the minimum wage and overtime pay
provisions of the Fair Labor Standards Act, and in the case of a Participant
who is an hourly Employee, Eligible Pay shall mean:
(A) If the Participant was an Employee on or before
the Eligible Pay determination date in the Preceding Plan Year,
the greater of:
(I) the Participant's W-2 earnings, plus any
amounts designated as "Choice Pay" ("Flexible Pay" in the case of
Frito-Lay and its subsidiaries, collectively "Flexible Pay") and
contributed by salary reduction agreement to the Employer's
Benefits Plus program or this Plan, in each case through the
Eligible Pay determination date during such preceding Plan Year,
annualized in accordance with rules adopted by the Plan
Administrator, or
II-5
(II) the Participant's W-2 earnings plus
Flexible Pay during the calendar year immediately prior to such
preceding Plan Year.
(B) If the Participant was not an Employee on or
before the Eligible Pay determination date, the Participant's annual
base salary or hourly wage rate on his Employment Commencement Date,
annualized in accordance with rules adopted by the Plan Administrator.
(iii) In the case of a Participant who is classified as
a commissioned ("route sales") Employee, Eligible Pay shall mean:
(A) If the Participant was an Employee on or before the
Eligible Pay determination date, the greater of:
(I) the Participant's W-2 earnings, plus any
amounts of Flexible Pay through the Eligible Pay determination date during
the preceding Plan Year, annualized in accordance eith rules adopted by
the Plan Administrator, or
(II) the Participant's W-2 earnings plus Flexible
Pay during the Calendar year immediately prior to such preceding Plan Year.
(B) If the Participant was not an Employee on or before
the Eligible Pay determination date for the preceding Plan Year, the
Participant's weekly guarantee on his Employment Commencement Date,
annualized in accordance with rules adopted by the Plan Administrator.
(iv) In the case of a Participant who is an hourly
Employee of the Pizza Hut division, Eligible Pay shall mean:
II-6
(A) If the Participant was an Employee on the Eligible
Pay determination date designated by the Plan Administrator with
respect to Pizza Hut division Employees, the sum of:
(I) the Participant's annualized hourly wage
rate in effect on the Eligible Pay determination date, plus
(II) any overtime paid prior to the
Eligible Pay determination date but within the same calendar
year, annualized in accordance with rules adopted by the Plan
Administrator.
(B) If the Participant was not an Employee
on the Eligible Pay determination date with respect to Pizza Hut
division Employees, the sum of the amounts under (I) and (II)
above but determined as of the Participant's Employment
Commencement Date.
(2) Participants Employed by the KFC Division: With
respect to a Participant employed by the KFC division of the
Company, his Eligible Pay shall be determined as follows:
(i) The Participant's salary or wages, including
forms of pay delivered in alternative manners such as piecework
and payment by mileage for drivers, overtime, shift
differentials, commissions, bonuses received under the PepsiCo
Executive Incentive Plan or the Company's or a subsidiary's
Middle Management Incentive Plan, and
(ii) Any amount not included in (i) above which
is contributed by the Employer on behalf of the Participant
pursuant to a salary reduction agreement and which is not
includable in gross income under Code sections 125, 402(e)(4), or
402(g).
II-7
The amounts under subparagraphs (i) and (ii) shall be
taken from payroll records for the full calendar year that
precedes the Plan Year by 2 years. For example, for the 1993
Plan Year, "Eligible Pay" shall be determined from amounts earned
for the full calendar year ending December 31, 1990. For a
Participant who has only a partial year's earnings during the
full calendar year 2 years prior to the Plan Year, the partial
year's earnings shall be annualized. For a Participant with no
earnings during the full calendar year 2 years prior to the Plan
Year, Eligible Pay shall equal the Participant's base salary or
wages, not including alternative forms of base pay, overtime,
shift differentials, commissions or bonuses on the later of: (A)
the "Eligible Pay determination date" designated by the Plan
Administrator with respect to Employees other than those employed
by a restaurant division or a Frito division, or (B) the
Participant's Employment Commencement Date.
(iii) In the case of a Participant who is an
hourly Employee of the KFC division, Eligible Pay shall mean:
(A) If the Participant was an Employee on
the Eligible Pay determination date designated by the Plan
Administrator with respect to KFC division Employees, the sum of:
(II) any overtime paid prior to the
Eligible Pay determination date but within the same calendar
year, annualized in accordance with rules adopted by the Plan
Administrator.
(B) If the Participant was not an Employee
on the Eligible Pay determination date with respect to KFC
division Employees, the sum of the amounts under (I) and (II)
above but
II-8
determined as of the Participant's Employment
Commencement Date.
(3) Special Rules for Determining Eligible Pay:
(i) For purposes of paragraphs (1) through (3)
above and except for salary reduction amounts designated as
Flexible Pay under an Employer's Benefits Plus program that are
used to buy benefits and amounts contributed under the Plan,
salary or wages shall not include amounts or the value of
benefits received, or deemed received, under any performance
share plan, stock option plan or similar plan or under any
pension or welfare benefit plan maintained by the Employer,
whether such plan is qualified or non-qualified and whether such
amounts are deferred or not deferred.
(ii) In the case of Employees who transfer from
one Employer to another during the year, Eligible Pay of such
Employees shall be the amount of annualized base salary or hourly
wage rate on the transfer date plus annualized overtime,
commission pay received prior to the transfer date and prior to
the determination date and the amount of any lump sum bonus paid
from an Employer's Incentive Compensation program.
(iii) Notwithstanding the foregoing provisions
of this subsection, in the case of an Employee who elects to make
nonqualified deferrals under the PepsiCo Executive Income
Deferral Program for an upcoming Plan Year, the Employee's
Eligible Pay for such Plan Year shall not be greater than his
current base pay and the prior year's bonus under the Employer's
Incentive Compensation Program, decreased by any nonqualified
deferrals elected for the upcoming Plan Year, and increased by
amounts that will be received as distributions from the PepsiCo
Executive Income Deferral Program for such Plan Year.
II-9
(iv) For any Plan Year beginning on or after
January 1, 1989, the Eligible Pay of each Participant taken into
account under the Plan shall not be less than $10,000 and shall
not exceed $200,000, the latter as adjusted by the Secretary of
the Treasury. In determining the Eligible Pay of a Participant
for purposes of the $200,000 limitation set forth in the
preceding sentence, the rules of section 414(q)(6) of the Code
shall apply, except in applying such rules, the term "family"
shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19
before the close of the Plan Year. If, as a result of the
application of such rules, the adjusted $200,000 limitation is
exceeded, then the limitation shall be prorated among the
affected individuals in proportion to each such individual's
Eligible Pay as determined under this Section prior to the
application of this limitation.
(v) For any Plan Year beginning on or after
January 1, 1994, the Eligible Pay of each Participant taken into
account under the Plan shall not be less than $10,000 and shall
not exceed $150,000, the latter as adjusted by the Secretary of
the Treasury. In determining the Eligible Pay of a Participant
for purposes of the $150,000 limitation set forth in the
preceding sentence, the rules of section 414(q)(6) of the Code
shall apply, except in applying such rules, the term "family"
shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19
before the close of the Plan Year. If, as a result of the
application of such rules, the adjusted $150,000 limitation is
exceeded, then the limitation shall be prorated among the
affected individuals in proportion to each such individual's
Eligible Pay as determined under this Section prior to the
application of this limitation.
II-10
References in the Plan to deferrals of Eligible Pay, or Salary
Deferral Contributions from Eligible Pay, shall be read as
referring to deferrals of a Participant's current Employee
compensation not in excess of Eligible Pay, determined as above.
(l) EMPLOYEE: Any person who is: receiving
remuneration for personal services currently rendered in the
employment of an Employer (or who would be receiving such
remuneration except for an Authorized Leave of Absence), and who
is described in one of the following paragraphs:
(1) A United States citizen whose primary place of
employment is within the United States and its possessions
(collectively referred to in this subsection as "the U.S.");
(2) An alien who has been lawfully admitted for
permanent residence in the U.S. (referred to in this subsections
a "resident alien") and whose primary place of employment is
within the U.S., but excluding any person working as a designate
or in a U.S. assignment that the Employer classifies as primarily
for training or temporary;
(3) A United States citizen or resident alien
relocated by the Employer as an Unites States expatriate;
(4) Effective January 1, 1994, a resident alien
who is classified by the Employer as a globalist; and
(5) Effective September 1, 1994, a third-
country national (as defined below) who is a resident alien or
whose primary place of employment is within the U.S.
For purposes of this subsection, a "third-country national" shall
mean an alien who works for an Employer outside of his home
country, and who previously worked for an Employer in another
country that was not his home country.
(m) EMPLOYER: The Company, any foreign subsidiary
which has Employees described in subsection (l)(2) above, and any
other subsidiary which is authorized by the Company to
participate herein and which adopts the Plan for its
II-11
Employees, in accordance with any conditions required by the Company.
Any such other subsidiary shall be designated on the attached
Schedules 1, 2, 3, 4, and 5.
(n) EMPLOYMENT: Service with an Employer.
(o) EMPLOYMENT COMMENCEMENT DATE: The date on which
an Employee first performs an Hour of Service for a member of the
PepsiCo Organization.
(p) ERISA: Public Law 93-406, the Employee Retirement
Income Security Act of 1974, as amended from time to time.
(q) EXCESS CONTRIBUTIONS: With respect to any Plan
Year, the excess of:
(1) The aggregate amount of Employer contributions
paid to the Plan as Salary Deferral Contributions on behalf of
Highly Compensated Employees for such Plan Year, over
(2) The maximum amount of such contributions permitted
by the limitations contained in Section 4.3(a) (determined by
reducing such contributions made on behalf of such Highly
Compensated Employees in order of their Average Deferral
Percentages, beginning with the Highly Compensated Employee(s)
with the highest Average Deferral Percentage).
(r) EXCESS ELECTIVE DEFERRALS: Those Elective
Deferrals that are includable in an individual's gross income
under Code section 402(g) because they exceed the dollar
limitation in effect for the year under such Code section.
Excess Elective Deferrals shall be treated as annual additions
under the Plan for purposes of Section 4.5.
(s) FIDUCIARIES: The named fiduciaries, as defined in
section 402 of ERISA, who shall be the Plan Administrator and the
Trustee, and other parties designated as fiduciaries, as defined
in section 3(21) of ERISA, by such named fiduciaries in
accordance with the terms of the Plan and the Trust (but only
with respect to the specific responsibilities of each in
connection with the Plan and Trust).
II-12
(t) HIGHLY COMPENSATED EMPLOYEE:
(1) General Definition: Effective for Plan years
beginning on or after January 1, 1987, any Employee who during
the relevant Plan Year or the preceding Plan Year:
(i) Was, at any time, a 5 percent owner (as defined in
Code section 416(i)(1));
(ii) Received compensation from an Employer in excess
of $75,000 (as adjusted pursuant to Code section 415(d));
(iii) Received compensation from an Employer in
excess of $50,000 (as adjusted pursuant to Code section 415(d))
and was a member of the group consisting of the top 20 percent of
the employees when ranked on the basis of compensation paid
during the relevant year (i.e., the top-paid group), or
(iv) Was an officer of an Employer and received
compensation greater than 50 percent of the dollar limitation in
effect under Code section 415(b)(1)(A) for such Plan Year.
(2) Certain Current Year Exclusions: In applying
paragraph (1) with respect to the current Plan Year, any Employee
not described in subparagraphs (ii), (iii) or (iv) above for the
preceding Plan Year (without regard to this sentence) shall not
be treated as described in subparagraphs (ii), (iii) or (iv) for
the current Plan Year unless such Employee is among the 100
Employees receiving the greatest compensation from the Employer
for the current Plan Year.
(3) Determination of Officers: For purposes of
applying subparagraph (iv) of paragraph (1) above, no more than
50 Employees, or, if less, the greater of 3 Employees or 10
percent of all Employees, shall be treated as officers. In
addition, if, for any year, no officer of the Employer is de
scribed in subparagraph (a)(iv) above, the officer of the
Employer with the greatest
II-13
compensation shall be treated as an officer described in subparagraph
(a)(iv) above.
(4) Former Employees: A former Employee shall be
treated as a Highly Compensated Employee if:
(i) Such Employee was a Highly Compensated Employee
when such Employee separated from service, or
(ii) Such Employee was a Highly Compensated Employee
at any time after attaining age 55.
(5) Treatment of Certain Family Members: Any family
member of a 5 percent owner or one of the 10 Highly Compensated
Employees receiving the greatest compensation from the Employer
during the relevant year shall be aggregated with such 5 percent
owner or top-ten Highly Compensated Employee for purposes of
Section 4.3 of the Plan. In such case, the family member and 5
percent owner or top 10 Highly Compensated Employee shall be
treated as a single Employee having compensation and Plan
contributions equal to the sum of such compensation and
contributions of the family member and 5 percent owner or top 10
Highly Compensated Employee. For purposes of this subsection,
family member includes the spouse, lineal ascendants and
descendants of the Employee and the spouses of such lineal
ascendants and descendants.
(6) Compensation: For purposes of this subsection,
compensation means an Employee's compensation as determined under
Code section 415(c)(3), increased by elective contributions that
are: (i) made on behalf of the Employee under this Plan, a Merged
Plan, another section 401(k) plan or a cafeteria plan of his
Employer, and (ii) that are excludable from income under Code
sections 125 or 402(a)(8).
The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the top 100
II-14
employees, the number of employees treated as officers
and the compensation that is considered, will be made in
accordance with Code section 414(q) and the regulations thereunder.
(u) HOUR OF SERVICE: Each hour for which an Employee
is:
(1) Paid, or entitled to payment, by the Employer
for the performance of duties.
(2) Directly or indirectly compensated or
entitled to compensation by the Employer for reasons other than
the performance of duties (such as vacation, holidays, sickness,
jury duty, disability, lay-off, military duty or leave of
absence) irrespective of whether the employment relationship has
terminated unless such compensation is solely for the purposes of
complying with applicable workers' compensation or disability
insurance laws; or
(3) Awarded back-pay or back-pay is agreed to by
the Employer without regard to mitigation of damages, except that
no Hour of Service shall be credited under this paragraph for any
period for which the Employee is credited with an Hour of Service
under paragraph (1) or (2) above.
In addition, each hour for which a leased employee, within the
meaning of Code section 414(n), is paid or entitled to payment by
the Employer for the performance of duties shall be considered an
Hour of Service.
(v) INVESTMENT EXPENSES: All expenses related to the
management and maintenance, on a separate basis, of the
individual investment options under the Plan. The term
"Investment Expenses" shall not include general fees for
management and maintenance of the Trust as a whole.
(w) LIMITATION YEAR: The 12-month period commencing
on January 1 and ending on December 31.
(x) MERGED PLANS: The Kentucky Fried Chicken
Corporation Long Term Savings Program, the Pizza Hut Long Term
Savings Program, the Taco Bell Long Term Savings Program and the
Pepsi-Cola Operating Company Long Term
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Savings Program, as in effect prior to their merger into this
Plan on December 31, 1991.
(y) NON-HIGHLY COMPENSATED EMPLOYEE: Effective for
Plan Years beginning on or after January 1, 1987, any Employee
who is not a Highly Compensated Employee.
(z) PARTICIPANT: Any individual who is either an
Active Participant or an Inactive Participant.
(1) Active Participant: Any eligible Employee,
as defined in Section 3.1, who has a current election in effect
to make Salary Deferral Contributions in accordance with Article
IV.
(2) Inactive Participant: Any individual (other
than an Active Participant) who has an Account under the Plan.
(aa) PEPSICO ORGANIZATION: The controlled group of
corporations of which the Company is a member, as defined in Code
Section 414(b) and regulations issued thereunder.
(bb) PLAN: The PepsiCo Long Term Savings Program, the
Plan set forth herein, as it may be amended from time to time.
The Plan Administrator may also designate certain informal names
for the Plan, such as "Save-Up", for use in communications
regarding the Plan.
(cc) PLAN ADMINISTRATOR: The Company, or its successor
or successors, which shall have authority to administer the Plan
as provided in Article VIII.
(dd) PLAN YEAR: The 12-month period commencing on
January 1 and ending on December 31. From December 1, 1988 to
December 31, 1991, the Plan Year commenced on December 1.
(ee) RECORDKEEPER: The party designated by the Plan
Administrator to maintain records of Participants' Accounts in
accordance with procedures established by the Plan Administrator.
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(ff) RETIRED EMPLOYEE: Any person: (i) who has
received, while age 55 or over, a qualifying lump sum
distribution from a defined benefit pension plan sponsored by an
Employer, and (ii) who was an Employee eligible to participate in
this Plan immediately prior to his retirement from the Employer.
For purposes of this subsection, a qualifying lump sum
distribution shall refer to lump sums other than single sum
distributions with a value of $3,500 or less, determined in
accordance with Code section 417(e).
(gg) ROLLOVER ACCOUNT: The account maintained to
record any rollover contributions pursuant to Section 4.4, and
any adjustments relating thereto. A Participant's Rollover
Account shall at all times be fully vested.
(hh) ROLLOVER CONTRIBUTIONS: Contributions to the Plan
that are made pursuant to Section 4.4.
(ii) SALARY DEFERRAL ACCOUNT: The account maintained
for a Participant to record amounts deferred pursuant to the
election described in Section 4.1, as well as any adjustments
relating to such amount. A Participant's Salary Deferral Account
shall at all times be fully vested.
(jj) SALARY DEFERRAL CONTRIBUTIONS: Any Employer
contributions made to the Plan at the election of a Participant,
in lieu of cash compensation, pursuant to Section 4.1.
(kk) SEVERANCE FROM SERVICE DATE: An Employee's
Severance from Service Date shall occur on the earlier of:
(1) The date the Employee quits, retires, is
discharged or dies; or
(2) The first anniversary of the date the
Employee is absent from service with an Employer (with or without
pay) for any reason other than a quit, retirement, discharge or
death, such as vacation, holiday, sickness, disability, leave of
absence or layoff.
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(ll) TERMINATION OF EMPLOYMENT: The cessation of an
Employee's employment with an Employer or other member of the
PepsiCo Organization, whether by quit, resignation, discharge,
retirement, disability or indefinite layoff. However, such term
shall not include an Authorized Leave of Absence or the transfer
from the Employment of one Employer that maintains this Plan to
another such Employer, or to employment with any other member of
the PepsiCo Organization.
(mm) TRUST (OR TRUST FUND): The fund established
pursuant to the Trust instrument to receive and to invest amounts
credited to Participants' Accounts and from which distributions
will be made.
(nn) TRUSTEE: The individual or corporation appointed
by the Company pursuant to the Trust instrument to hold the Trust
Fund.
(oo) VALUATION DATE: Each business day, except that
the Trustee may temporarily suspend valuations when it deems it
to be necessary in accordance with Section 5.2(b). In all cases,
however, there shall be a Valuation Date on the last business day
of the Plan Year.
(pp) YEAR OF SERVICE: A 12-month period of service
generally commencing on an Employee's Employment Commencement
Date and ending on the first anniversary thereof. However, if an
Employee has a Severance from Service Date prior to this first
anniversary and then later returns to service, the following
periods shall be counted in determining whether the Employee has
completed 12 months of service:
(1) If an Employee terminates employment
because of a quit, discharge or retirement and then returns to
the employment of the PepsiCo Organization within 12 months from
his Severance from Service Date, the Employee's period of
severance shall be taken into account.
(2) If an Employee terminates employment
because of a quit, discharge or retirement (during any other
absence from service of 12 months or less) and then returns to
the employment of the PepsiCo Organization within 12 months
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from the date on which he was first absent, the Employee's
period of severance shall be taken into account.
(3) If an Employee who terminates employment
because of a quit, discharge or retirement returns to the
employment of the PepsiCo Organization following a 12-month
period of severance, the Employee's prior period of employment
shall be taken into account provided his period of severance is
less than the greater of (i) 5 years or (ii) his prior period of
employment.
2.2 Construction: The terms of this Plan shall be
construed in accordance with this section.
(a) Gender and Number: The masculine gender,
where appearing in the Plan, shall be deemed to include the
feminine gender and the singular shall include the plural, unless
the context clearly indicates to the contrary.
(b) Headings: The headings of sections and
subsections are for ease of reference only and shall not be
construed to limit or modify the detailed provisions thereof.
III-1
ARTICLE III
Eligibility and Participation
3.1 Eligibility: The following Employees shall be
eligible to participate in the Plan: all full-time salaried
Employees of the Company, all full-time salaried, hourly,
commissioned sales or transportation Employees of the Employers
designated on the attached Schedules 1, 2, 3 and 4; all full-time
hourly Employees of the Company designated on the attached
Schedule 5, all salaried part-time Employees who are currently
eligible to enroll in his Employee's Benefits Plus Program of the
Employer, all full-time hourly Employees designated in Article B,
all hourly Employees designated in Article C, and any Employee
described in Section 2.1(1)(2); provided, however, that to be
eligible such Employee must be currently eligible to enroll in
his Employer's Benefits Plus program. Except as provided in this
section 3.1, the following Employees or classes of Employees or
classes of Employees shall not be eligible to participate in this
Plan:
(a) Any Employee whose terms and conditions of
employment are determined by collective bargaining with a union
representing such persons and with respect to whom inclusion in
this Plan has not been specifically provided for in such
collective bargaining agreement;
(b) Any Employee who is classified by an Employer
in accordance with its usual practices as associate, casual,
temporary or part-time (determined considering only the
Employee's service with each individual Employer);
(c) Any Employee who is a leased employee within
the meaning of Code section 414(n); and
(d) Effective December 1, 1989, any Highly
Compensated Employee who has not attained age 21 and completed a
Year of Service.
3.2 Participation:
(a) Commencement of Active Participation: An
Employee who is eligible for the Plan under Section 3.1 or the
Appendix (an eligible Employee) shall become an Active
Participant upon enrolling in the Plan. The Participant's enrollment in
III-2
the Plan shall be made by electing to defer a portion of his Eligible
Pay, in accordance with Section 4.1(b). An eligible Employee's election
to participate actively in the Plan shall be effective as soon as
practicable for his Employer.
(b) Termination of Participation: An Active
Participant shall continue to participate actively in the Plan
until he revokes his enrollment or his enrollment ends as a
result of his Termination of Employment or transfer to a position
that is ineligible for participation. When active participation
ceases, an individual with a balance in his Plan Account shall
continue as an Inactive Participant until his Account has been
distributed.
(c) Recommencement of Active Participation: Any
individual whose active participation has terminated pursuant to
subsection (b) may return to active participation by reinstating
his enrollment (following his return to service as an eligible
Employee, if applicable).
IV-1
ARTICLE IV
Contributions and Deferral Amounts
4.1 Elective Deferrals: An Employee who is eligible
under Section 3.1 and who has Eligible Pay may elect to defer a
portion of his Eligible Pay in accordance with the following
subsections.
(a) Deferral Amount: Subject to the limitations
established by this Article, each Active Participant may defer in
any Plan Year up to 10 percent of his Eligible Pay in accordance
with this section. In the event a Participant elects to defer a
portion of his Eligible Pay under the Plan, it will be designated
for contribution by the Employer to the Trust on behalf of the
Participant, and for deposit in his Salary Deferral Account. All
amounts deposited to a Participant's Salary Deferral Account
shall at all times be fully vested.
(b) Election to Defer: Each Employee who
qualifies as an eligible Employee under Section 3.1 may elect to
defer a portion of his Eligible Pay in accordance with subsection
(d). An eligible Employee shall make this election by:
(1) Completing and returning the enrollment form,
or utilizing the telephone enrollment system, provided by the
Plan Administrator,
(2) Designating a portion of his Eligible Pay to
be contributed by his Employer to the Plan, and
(3) Indicating how such amounts are to be
invested under Section 5.2.
An eligible Employee's election under this subsection shall
be effective as soon as practicable for his Employer and shall
remain in effect until it is modified or terminated under
subsection (c) below, or until his active participation
terminates in accordance with Section 3.2(b).
(c) Changes in Deferral Election: Subject to
subsection (d), an Active Participant may elect to increase,
decrease or terminate the amount of his deferral at any time by
completing and returning a change of election form, or using the
telephone
IV-2
enrollment system to designate the revised deferral rate
to be contributed to the Plan. A Participant's election
under this subsection shall be effective as soon as practicable
for his Employer.
(d) Election Procedures: To be effective, an
election made pursuant to subsection (b) or (c) above must be
made in the manner specified by the Plan Administrator. In
addition, any election shall specify the amount of the deferral
desired for each Plan Year as a whole dollar amount, subject to
the limitation in subsection (a) above. Any election purporting
to defer more than 10 percent of Eligible Pay shall be treated as
an election to defer 10 percent of Eligible Pay. Notwithstanding
the preceding sentence, the Plan Administrator shall not give
effect to elections that do not meet the minimum standards for
completeness and accuracy the Plan Administrator establishes from
time to time.
(e) Payroll Deductions: A Participant's Salary
Deferral Contributions shall be withheld from his Eligible Pay
through automatic payroll deductions. The amount to be withheld
in any pay period shall be a ratable share of the Participant's
currently effective salary deferral election for the entire Plan
Year. Salary Deferral Contributions may not be withheld after
they have been actually or constructively received by the
Participant.
4.2 Dollar Limits on Elective Deferrals:
Notwithstanding Section 4.1, a Participant's Elective Deferrals
shall be limited as provided in this section.
(a) Initial Limit: Effective for calendar years
beginning on and after January 1, 1987, a Participant's Elective
Deferrals under the Plan shall be limited to $7,000 or, if
greater, the adjusted amount in effect under Code section 402(g)
for the preceding calendar year.
(b) Additional Limit: Effective for Plan Years
beginning after 1987, a Participant's Elective Deferrals, which
are made in any calendar year to the Plan or any other
arrangement maintained by the Employer, shall be limited to the
amount permissible under Code section 402(g) for taxable years
beginning in such calendar year.
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(c) Distribution of Excess Elective Deferral:
(1) Assignment: If the Elective Deferral
made on behalf of a Participant under all plans in which such
individual is a participant, whether or not maintained by the
Employer, exceeds the dollar limitation contained in Code section
402(g), such Participant may assign to this Plan any Excess
Elective Deferral made during a taxable year of the Participant
no later than March 1 following the close of, and with respect
to, the taxable year in which such Excess Elective Deferral was
made by:
(i) Notifying the Plan Administrator in
writing of the Elective Deferral made under any plan other than
this Plan,
(ii) Allocating in writing such Excess
Elective Deferral between or among such other plans and this
Plan, and
(iii) Stating in writing that if
such Excess Elective Deferral allocable to the Plan is not
distributed, the deferral limitations of Code section 402(g) will
be exceeded for the Participant's taxable year with respect to
which such Elective Deferral occurred.
(2) Distribution: Upon notification in
accordance with paragraph (1), the Plan Administrator shall
distribute any Excess Elective Deferral allocated to the Plan
(plus any income and minus any loss allocable thereto) to the
relevant Participant no later than April 15 of the calendar year
following the close of the taxable year of the Participant with
respect to which such Excess Elective Deferral was made.
(3) Determination of Income or Loss: Excess
Elective Deferrals shall be adjusted for any income or loss
through the end of the taxable year of the Participant with
respect to which such Excess Elective Deferral was made. The
income or loss allocable to a Participant's Excess Elective
Deferral is the income or loss allocable to the Participant's
Salary Deferral Account for such taxable year, multiplied by a
fraction, the numerator of which is the Participant's
IV-4
Excess Elective Deferrals for such taxable year and the denominator of
which is the Participant's account balance attributable to Salary
Deferral Contributions as of the end of the taxable year without
regard to any income or loss occurring during such taxable year.
To the extent necessary to ensure compliance with subsection (b)
above, the Plan Administrator shall distribute Excess Elective
Deferrals to a Participant, notwithstanding the fact that the
Participant has not assigned such Excess Elective Deferrals to
this Plan by the deadline specified in subsection (c)(1). Such
distribution shall be accomplished as contemplated in subsection
(c)(2) above.
4.3 Limitation on Deferral Percentage:
(a) Limitation: Notwithstanding anything herein to
the contrary, in any Plan Year beginning on or after January 1,
1987, the Average Deferral Percentage of the eligible Employees
who are Highly Compensated Employees for such Plan Year shall not
exceed the greater of (1) or (2) below:
(1) The Average Deferral Percentage of the eligible
Employees who are Non-Highly Compensated Employees for such Plan
Year multiplied by 1.25, or
(2) The Average Deferral Percentage of the eligible
Employees who are Non-Highly Compensated Employees for such Plan
Year multiplied by 2.0, provided, however, that in this case the
Average Deferral Percentage of the eligible Employees who are
Highly Compensated Employees shall not exceed the Average
Deferral Percentage of the eligible Employees who are Non-Highly
Compensated Employees by more than 2 percentage points.
(b) Average Deferral Percentage: For purposes of
subsection (a) above, the Average Deferral Percentage for a
specified group of Employees for a Plan Year shall mean the
average of the ratios (calculated separately for each Participant
in such group) of:
IV-5
(1) The amount of the Salary Deferrals made on behalf
of the Employee for the Plan Year (including Excess Elective
Deferrals of Highly Compensated Employees), to
(2) The Employee's compensation for the Plan Year
(whether or not the Employee was a Participant for the entire
Plan Year).
For Plan Years beginning on or after January 1, 1989, the Average
Deferral Percentage shall be computed to the nearest one
hundredth of one percent.
(c) Special Rules: In applying the limits set forth in
subsection (a) above, the following rules shall apply:
(1) For purposes of this subsection, compensation
means compensation as defined in Code section 414(s) and, for
Plan Years beginning on or after January 1, 1989, limited to
$200,000 (adjusted at the same time and in such manner as
permitted under Code section 415(d)) provided that for Plan Years
beginning on or after January 1, 1994, compensation is limited to
$150,000 (adjusted at the same time and in such manner as
permitted under Code section 415(d)).
(2) If a Highly Compensated Employee is eligible to
participate under more than one cash or deferred arrangement
described in Code section 401(k) maintained by the Employer, all
such cash or deferred arrangements shall be treated as one for
purposes of calculating such Employee's Average Deferral
Percentage.
(3) For purposes of determining the Deferral
Percentage of a Highly Compensated Employee who is a 5 percent
owner or one of the 10 most highly-paid Highly Compensated
Employees, as described in Section 2.1(t)(5), the Salary Deferral
Contributions and compensation of such Employee shall include the
Salary Deferral Contributions and compensation for the Plan Year
of such Highly Compensated Employee's Family Members, as
described in Code section 414(q)(6). Family Members, with
respect to such Highly
IV-6
Compensated Employees, shall be disregarded as separate Employees
in determining the Average Deferral Percentage both for eligible
Employees who are Non-Highly Compensated Employees and for eligible
Employees who are Highly Compensated Employees.
(d) Adjustment of Salary Deferrals: If during a Plan
Year the Plan Administrator determines that there is a likelihood
that the Average Deferral Percentage of the Highly Compensated
Employees will exceed the limitation specified in subsection (a),
then the Plan Administrator may prospectively reduce or limit the
deferrals of the Highly Compensated Employees to such amount and
beginning as of such pay period during the Plan Year as is deemed
necessary by the Plan Administrator in its sole discretion to
prevent the limitation in subsection (a) from being exceeded for
the Plan Year. The Plan Administrator may terminate (in whole or
in part) any reduction or limitation on deferrals under this
subsection which is no longer necessary to prevent the limitation
specified in subsection (a) from being exceeded for the Plan
Year. Whenever necessary during the Plan Year, the Plan
Administrator may institute further reductions or limitations on
deferrals, or reinstate reductions or limitations on deferrals,
to the extent required to prevent the limitation in subsection
(a) from being exceeded.
(e) Distribution of Excess Contributions and Income:
If the Average Deferral Percentage of the eligible Employees who
are Highly Compensated Employees exceeds the limitations of
subsection (a) for any Plan Year, then notwithstanding any other
provision of the Plan, any Excess Contributions for such Plan
Year (plus any income and minus any loss allocable thereto) shall
be distributed to the appropriate Highly Compensated Employees
and, where applicable, family members, not later than two and one-
half months following the Plan Year with respect to which such
Excess Contributions were made.
(1) Determination of Income or Loss: Excess
Contributions shall be adjusted for any income or loss through
the end of the Plan Year for which
IV-7
the Excess Contributions occurred. The income or loss allocable to a
Participant's Excess Elective Deferral shall be as follows:
(i) For the Plan Year beginning in 1987, the Employer
may use any reasonable and consistently applied method for
computing the income allocable to any Excess Contributions for
such Plan Year.
(ii) For Plan Years beginning on or after January 1,
1988, the income or loss allocable to Excess Contributions is the
income or loss allocable to the Participant's Salary Deferral
Account for the Plan Year for which the Excess Contributions
occurred multiplied by a fraction, the numerator of which is the
Participant's Excess Contributions for such Plan Year and the
denominator of which is the Participant's account balance
attributable to Salary Deferral Contributions as of the end of
the Plan Year without regard to any income or loss occurring
during such Plan Year.
(2) Special Rules:
(i) In the event family members are aggregated for pur
poses of this section, distributions to such family members of
any Excess Contributions shall be made in the manner prescribed
by the regulations under Code section 401(k).
(ii) Any distribution of Excess Contributions and
income thereon shall be made to Highly Compensated Employees on
the basis of the respective portions of the total Excess
Contributions attributable to each such Employee.
(iii) Any distribution of Excess Contributions and
income thereon may and shall be made without regard to any other
provision of this Plan restricting distributions.
(f) Determination By Plan Administrator:
Notwithstanding the foregoing provisions of this section, any
determination required by this section shall be made by
IV-8
the Plan Administrator, and the determination by such Plan Administrator
of the method of compliance with subsection (a) and reduction of
deferrals in excess of that permitted by subsection (a), in
accordance with subsection (d), and the determination of any
Excess Contribution to be distributed pursuant to subsection (e),
shall be final, binding, and conclusive as to all Participants,
former Participants, Beneficiaries, and any other person or
entity associated with or benefiting from this Plan.
(g) Priority of Application of Sections: Section 4.2
shall be applied before this section.
4.4 Rollover Contributions: At the request of a
Participant, a Retired Employee or an Employee who is eligible
under section 3.1 (or could be upon the completion of any
requirements with respect to age or service), the Plan may accept
a rollover of cash amounts from another qualified plan described
in section 401(a) of the Code, including an individual retirement
account or annuity whose assets came solely from a qualified
plan. Any such rollover amount will be held for the Participant,
Employee, or Retired Employee, as the case may be, in a Rollover
Account established for his benefit. A person who makes such a
rollover contribution to the Plan, but who is not otherwise
eligible to make (or who chooses not to make) a deferral election
under Section 4.1(b), shall be considered an Inactive
Participant. The Plan Administrator and the Trustee may request
such information from the Participant, Employee, or Retired
Employee, as the case may be, any documents or opinion of counsel
which it, in its discretion, deems necessary to determine that a
proper rollover contribution will be made. Amounts in a Rollover
Account shall be invested as designated by the Participant
pursuant to Section 5.2(c). The amounts in the Rollover Account
shall be distributed at the same time and in the same manner as
amounts in the Salary Deferral Account.
4.5 Maximum Allocations:
(a) The amount of Annual Additions (as defined in
subsection (d) below) which may be credited to the Participant
under this Plan during any Limitation Year shall not exceed the
lesser of $30,000 (or, if greater, one fourth of the defined
benefits dollar limitation set forth in Code section 415(b)(1) as
in effect for the Limi-
IV-9
tation Year) or 25% of the Participant's Annual Compensation
(as defined in subsection (e) below) for the applicable Limitation Year.
(b) For any Participant in the Plan who is also a
participant in one or more defined benefit plans (as defined in
section 414(j) of the Code) maintained by the Company or by the
Employer, the sum of the fractions in (1) and (2) below, computed
as of the close of the Limitation Year, may not exceed 1.0, where
the fractions are determined as follows:
(1) The Projected Annual Benefit (as defined in
subsection (d) below) of the Participant under such defined
benefit plans, divided by the lesser of:
(i) the product of the dollar limitation determined
for the Limitation Year under Code sections 415(b) and (d)
multiplied by 1.25 (or 1.0, if the Plan is a Top-Heavy Plan, as
defined by Section 14.2(c)), or
(ii) 140 percent of the Participant's Average
Compensation (as defined in subsection (d) below), including any
adjustments under Code section 415(b) plus
(2) The sum of the Annual Addition to such
Participant's accounts under this Plan and all other defined
contribution plans maintained by the Employer for such Limitation
Year and for all Prior Years (as defined in subsection (d) below)
divided by the sum of the lesser of the following amounts
determined for such Plan Year and all Prior Years:
(i) the product of the Dollar Limitation (as defined
in subsection (d) below) in effect for the year multiplied by
1.25 (or 1.0, if the Plan is a Top-Heavy Plan, as defined by
Section 14.2(c)), or
(ii) 35 percent of the Participant's Annual
Compensation for the year.
IV-10
(c) In the event that a Participant's Annual Addition
under this Plan, when added to the Annual Addition under any
other defined contribution plan (as defined in section 414(i) of
the Code) or the Projected Annual Benefit under any defined
benefit plan maintained by the Employer, exceeds the limitations
specified in Section 4.5(a) or (b), appropriate reductions in
such Annual Addition or Projected Annual Benefit shall be made in
the following order:
(1) First, under any defined benefit plan(s)
maintained by the Employer,
(2) To the extent that additional reductions are still
necessary, under this Plan, and
(3) To the extent that any additional reductions are
still necessary, under a PepsiCo employee stock ownership plan.
(d) For purposes of this Section 4.5, the following
definitions and rules of interpretation shall apply:
(1) Effective for years beginning after December 31,
1986, the "Annual Addition" of a Participant means the sum
credited to a Participant's account for any year of (i) employer
contributions; (ii) employee contributions; (iii) forfeitures and
(iv) amounts described in Code sections 415(l)(2) and 419A(d)(2).
Notwithstanding the foregoing, for years beginning prior to
January 1, 1987, only that portion of the employee's
contributions equal to the lesser of: (A) the portion of his
employee contributions (if any) during such year in excess of 6
percent of his annual compensation, or (B) one-half of his
employee contributions during such plan year shall be considered
an "Annual Addition." The Annual Addition for any year beginning
prior to January 1, 1987, shall not be recomputed to treat all
employee contributions as an Annual Addition.
(2) "Projected Annual Benefit" means the Annual
Benefit (as defined in paragraph (3) below) to which a
Participant would be entitled under
IV-11
a defined benefit plan (after giving effect to any limitation on such
benefit contained in such plan that may be applicable to the Participant)
on the as sumptions that he continues employment until his Normal
Retirement Date thereunder, that his compensation continues at
the same rate as in effect for the Limitation Year under
consideration until such Normal Retirement Date, and that all
other relevant factors used to determine benefits under such plan
remain constant for all future Limitation Years.
(3) The "Annual Benefit" of a Participant means the
annual amount payable under a defined benefit plan computed in
accordance with the following rules:
(i) Where the Annual Benefit payable under a defined
benefit plan is other than in the form of either a single life
annuity or a qualified joint and survivor annuity within the
meaning of Code section 417(b) it shall be adjusted to an
actuarial equivalent benefit in the form of a single life
annuity.
(ii) In the case of a benefit under a defined benefit
plan which begins prior to the Participant's Social Security
Retirement Age (as defined below), such benefit shall be adjusted
so that it is the actuarial equivalent of a benefit commencing at
the Participant's Social Security Retirement Age for purposes of
applying the Code section 415(b) dollar maximum.
(iii) In the case of a benefit under a defined benefit
plan which begins after the Participant's Social Security
Retirement Age, such benefit shall be adjusted to the actuarial
equivalent of a benefit commencing at the Participant's Social
Security Retirement Age for purposes of applying the Code section
415(b) dollar maximum.
(iv) For years beginning prior to January 1, 1987, sub
paragraph (B) shall be applied by substituting "age 62" for "the
Participant's Social Security Retirement Age," and subparagraph
(C) shall be applied by substituting "age 65" for "the
IV-12
Participant's Social Security Age."
(4) "Average Compensation" means a Participant's
average compensation for the period of 3 consecutive Plan Years
(or the actual number of consecutive years of employment for
Participants employed by an Employer less than 3 consecutive
years) during which the Participant had the greatest aggregate
Annual Compensation.
(5) "Prior Year" means a year, preceding the current
Limitation Year, in which the Participant was in the service of
the Employer. For purposes of the preceding sentence, "year"
shall mean (in the event the Plan was in existence during such
year) a Limitation Year, or (in the event the Plan was not in
existence during such year) a 12- month period which begins and
ends on the same dates as the Limitation Year.
(6) "Dollar Limitation" means the limitation provided
in Code section 415(c)(1)(A) (adjusted in accordance with
Internal Revenue Service Regulations) as in effect for the
particular Plan Year.
(7) "Social Security Retirement Age" means age 65 in
the case of a Participant who attains age 62 before January 1,
2000; age 66 in the case of a Participant who attains age 62
after December 31, 1999 but before January 1, 2017; and age 67 in
the case of a Participant who attains age 62 after December 31,
2016.
(8) For purposes of Section 4.5(b)(1)(i) above, if as
of the last Plan Year ending before January 1, 1983, a
Participant's accrued benefit (within the meaning of Section
235(g)(4) of the Tax Equity and Fiscal Responsibility Act of
1982) under the Employer's defined benefit plans is greater than
$90,000 (and also such other amount as may apply pursuant to
automatic adjustments of the $90,000 figure), then Section
4.5(b)(1)(i) shall be
IV-13
applied by substituting such accrued benefit for $90,000 where it
appears therein.
(9) For purposes of computing the maximum allocation
under either subsection (a) or (b), all defined benefit plans
(whether or not terminated) of the Employer shall be treated as
one defined benefit plan, and all defined contribution plans
(whether or not terminated) of the Employer shall be treated as
one defined contribution plan.
(10) When the term "Employer" is used in this section,
it shall mean the Employer and any other corporation or division
which is a member of a controlled group of corporations (within
the meaning of Code Section 414(b), as modified by Code section
415(h)) of which the Employer is also a member.
(e) Annual Compensation: A Participant's annual
compensation as determined solely for purposes of this section
and Article IX of the Plan.
(1) A Participant's Annual Compensation shall include:
(i) the Participant's earned income, wages, salaries,
and fees for professional services, and other amounts received
for personal services actually rendered in the course of
employment with the Employer maintaining the plan to the extent
that the amounts are includable in gross income (including, but
not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on
insurance premiums, tips and bonuses, fringe benefits,
reimbursements, and expense allowances);
(ii) Amounts described in Code sections 104(a)(3),
105(a) and 105(h), but only to the extent that such amounts are
includable in the gross income of the Participant;
(iii) Amounts paid or reimbursed by the Employer for
moving expenses incurred by a Participant, but only to the extent that
IV-14
such amounts are not deductible by the Participant under Code section 217;
(iv) The value of a non-qualified stock option granted
to a Participant, but only to the extent that the value of the
option is includable in the gross income of the Participant for
the taxable year in which granted; and
(v) The amount includable in the gross income of a
Participant upon making the election described in Code section
83(b).
(2) A Participant's Annual Compensation shall not
include:
(i) Employer contributions to a plan of deferred com
pensation which are not included in the Participant's gross
income for the taxable year in which contributed or Employer
contributions under a simplified employee pension plan to the
extent such contributions are deductible by the Participant, or
any distributions from a plan of deferred compensation;
(ii) Amounts realized from the exercise of a non-
qualified stock option, or when restricted stock (or property)
held by the Participant either becomes freely transferable or is
no longer subject to a substantial risk of forfeiture;
(iii) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option; and
(iv) Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity described in section 403(b) of the Code (whether or not
the amounts are actually excludable from the gross income of the
Participant).
Compensation for any limitation year is the compensation actually
paid or includable in gross income during such year.
IV-15
4.6 Excess Allocations: If, pursuant to Section 4.5
immediately above, there is an excess allocation with respect to
a Participant for a Limitation Year, such excess amount shall be
disposed of as follows:
(a) In the event that the Participant is in the
service of the Employer in succeeding Limitation Years, then such
excess amounts shall not be distributed to the Participant, but
shall be carried over for the Participant's benefit and allocated
to the Participant's Salary Account for such succeeding
Limitation Years to the extent consistent with the limits in
Section 4.5.
(b) In the event that the Participant is not in the
service of the Employer in a succeeding Limitation Year for which
an allocation is to be made hereunder, then such excess amount
shall not be distributed to the Participant, but shall be
reapplied for the benefit of all remaining Participants subject
to the limits in Section 4.5.
4.7 Fund for Exclusive Benefit of Participants: Except
as otherwise provided hereinafter (i) all assets of the Trust
Fund, including investment income, shall be retained for the
exclusive benefit of Participants and Beneficiaries, and shall be
used to pay benefits to such persons or to pay administrative
expenses of the Plan and Trust to the extent not paid by the
Employer, and (ii) contributions made by the Employer may not
under any circumstances revert to or inure to the benefit of the
Employer; except that, and notwithstanding anything contained
herein to the contrary, contributions (a) made by the Employer by
mistake of fact, or (b) conditioned upon the deductibility of the
contribution under Code section 404, shall be returned to the
Employer within 1 year of the mistaken payment or the
disallowance of the deduction (to the extent disallowed),
whichever is applicable. Each contribution by the Employer is
expressly made contingent on the deductibility of such con
tribution for the year with respect to which the contribution is
made.
V-1
ARTICLE V
Interests of Participants
5.1 Accounts of Participants: The Plan Administrator,
or its agent, shall maintain separate accounts on its books, for
recordkeeping purposes only, for each Participant. A given
Participant may have two accounts if he has: (i) deferred a
percentage of his Eligible Pay pursuant to Section 4.1, and (ii)
made a rollover contribution pursuant to Section 4.4, i.e., a
Salary Deferral Account, and a Rollover Account. The maintenance
of individual accounts is only for accounting purposes, and a
segregation of the assets of the Trust Fund to each account shall
not be required (except as the Trustee deems necessary under the
Brokerage Option). Distributions and withdrawals from a
Participant's Account shall be charged to the appropriate account
at the time the transaction is processed.
5.2 Investment of Participant Accounts: The
investment options under the Plan are described in subsection
(a), subject to the limitations set forth in subsection (b) and
other provisions of the Plan.
(a) Investment Options: In accordance with the rules
provided in subsection (c) below, a Participant shall direct the
investment of the amounts credited to his Account to any of the
following separate investment options within the Trust Fund for
which he is eligible at the time:
(1) The Security Plus Fund: This investment option,
available effective January 1, 1992, is an investment portfolio
comprised of investment funds and contracts issued by highly
rated banks and insurance companies and short-term securities.
The objective of the Fund is to provide, over a period of time, a
higher rate of return than average money market funds, while
preserving principal and providing liquidity. The Fund's rate of
return will fluctuate and is not intended to provide a guaranteed
rate of return. The Participant's interest in the fund will be
denominated as "units". The value of a unit in this Fund will be
$1.00. The number of units credited to a Participant will
fluctuate based upon the performance of the Fund. As of January
1, 1992, two 1991 Guaranteed Income
V-2
Fund contracts, both issued by Metropolitan Life, were transferred to
the Security Plus Fund. In addition to the transferred investment contracts,
the Fund is expected to invest primarily in: (A) short-term investment funds
(including government short-term investment funds) that invest in
certificates of deposit, time deposits, bankers' acceptances,
commercial paper, U.S. Treasury and agency securities, and
mortgage and asset-backed securities; and (B) new investment
contracts issued by highly-rated insurance companies, banks, and
other financial institutions. The transfer of funds invested in
the Security Plus Fund to other separate investment options
within the Trust Fund shall be subject to the following
restrictions:
(i) No amounts invested in the Security Plus Fund may
be transferred by a Participant directly to the Brokerage Option.
No amounts invested in the Security Plus Fund may be transferred
by a Participant indirectly to the Brokerage Option, i.e., by
first transferring the amounts to some other investment option
(or options) under the Plan, unless such amounts remain invested
in the intervening investment option (or options) for at least 3
months;
(ii) A Participant can transfer amounts from the
Security Plus Fund into some other investment option (or options)
under the Plan no more than 12 times during the Plan Year; and
(iii) Withdrawals of amounts invested in the
Security Plus Fund are subject to the limitations specified in
Section 6.3(c).
(2) The Equity Index Fund: This investment option is
a diversified stock fund, invested primarily in the Vanguard
Institutional Index Fund. It is a passively managed fund
designed to mirror the performance of Standard and Poor's 500
Index, a broadly-based average of stock market performance.
Investments in this investment option are subject to
fluctuations, and there is no guarantee of future performance.
The Participant's interest in
V-3
the fund will be denominated as "units". The value of a unit in this
Fund will be $1.00. The number of units credited to a Participant will
fluctuate based upon the performance of the Fund.
(3) The Equity-Income Fund: This fund is primarily
invested in the Fidelity Equity-Income Fund, which invests
primarily in income-producing stocks. The fund's chief objective
is to provide reasonable income, although some consideration is
given to capital appreciation. Amounts invested in this
investment option are subject to fluctuations, and there is no
guarantee of future performance. The Participant's interest in
the fund will be denominated as "units". The value of a unit in
this Fund will be $1.00. The number of units credited to a
Participant will fluctuate based upon the performance of the
Fund. Effective January 1, 1993, the Equity-Income Fund will no
longer accept future contributions. The Equity-Income fund,
however, is currently scheduled to be available under the
Brokerage Option.
(4) The PepsiCo Capital Stock Fund: This investment
option is invested primarily in Company Stock. Earnings will be
applied primarily to the purchase of additional shares of Company
Stock. Shares of Company Stock held by the Trustee, which have
been allocated to Participants' accounts, will be voted by the
Trustee as the Participant to whom such shares are allocated
directs in writing from time to time. Any such shares with
respect to which the Participant does not give directions for
voting in a timely manner will not be voted by the Trustee. For
voting purposes, allocated fractional shares of Company Stock
will be aggregated into whole shares of stock and voted by the
Trustee to the extent possible to reflect the voting directions
of the Participants with respect to the whole shares of Company
Stock. Any shares of Company Stock held by the Trustee which
have not yet been allocated to Participants' accounts will be
voted by the Trustee to the extent possible to reflect the voting
directions of Participants with respect to allocated shares of
V-4
stock. The Participant's interest in the fund will be
denominated as "units". The initial value of a unit (as of July
1, 1992) in this Fund is $10.00 and thereafter the value of a
unit will fluctuate in response to various factors including, but
not limited to, the price of and dividends paid on Company Stock,
earnings and losses on other investments in the fund and the mix
of assets in the fund. The number of units credited to a
Participant's account will not fluctuate based upon the
performance of the Fund. Each Participant's investment in the
PepsiCo Capital Stock Fund will be based on the proportion of his
investment in the fund to the total investment in the fund of all
Plan Participants.
The Company shall assist the Trustee in furnishing
Participants investing in the PepsiCo Capital Stock Fund with
proxy materials, notices and information statements at the time
voting rights are to be exercised. In general, the materials to
be furnished Participants shall be the same as those provided to
security holders.
Shares of Company Stock will be purchased for
Participant Accounts in the open market or in privately
negotiated transactions, at prices not in excess of the fair
market value of the Company Stock on the date of purchase. Sales
of shares will also be made in the open market or in privately
negotiated transactions at prices not lower than the fair market
value of Company Stock on the date of sale. The Trustee, or its
designated agent, may limit the daily volume of purchases and
sales to the extent it believes it will be in the interest of
Participants to do so.
V-5
(5) The Brokerage Option:
(i) Description of Funds: This investment option
will be administered by State Street Bank and the agents it
employs as securities brokers to execute Participants' trades.
This option permits certain Participants and Beneficiaries to
invest all or a portion of their interest in the Plan in
additional choices for self-directed investment. The Plan
Administrator shall publish written rules and procedures for the
election of these additional choices by Participants and
Beneficiaries, and may revise such rules and procedures at any
time and for any reason. The investments expected to be
available under the Brokerage Option are generally as follows:
securities traded on the New York Stock Exchange, the American
Stock Exchange, and the NASDAQ National Market, and certain
Fidelity Mutual Funds as specified by the Plan Administrator.
(A) The following investments will not be
available through the Brokerage Option: Non-taxable bonds;
options; futures; commodities; limited partnerships which are
unlisted on the New York or American Stock Exchange or NASDAQ
National Market; foreign securities which are unlisted on the New
York or American Stock Exchange or NASDAQ National Market;
commercial paper; bank investments (such as certificates of
deposits and bank investment contracts); physical assets (such as
coins, art, jewelry, and real estate); insurance investment or
insurance investment funds; mutual funds not sponsored by
Fidelity; and securities of the Company or its subsidiaries (even
if listed on the New York or American Stock Exchange or NASDAQ
National Exchange).
(B) The following trading practices are
prohibited under the Brokerage Option: Short sales, margin
trades, third party trades, direct
V-6
trades, and any trades occurring outside the procedures established
by the Plan Administrator.
(ii) Restrictions: Each Participant who participates
in the Brokerage Option shall have his interest in the Plan
reduced by any brokerage and fees (including fees charged by
Fidelity on account of one or more investments in a Fidelity
mutual fund) payable on their individual transactions and shall
also have his interest in the Plan reduced by a fee (initially
$4.20) for each month or part thereof that the Participant
participates in the Brokerage Option. The fee will be taken from
the Plan in the following order: Security Plus Fund, Equity-Index
Fund, Equity Income Fund, PepsiCo Capital Stock Fund and the
Brokerage Option. The Plan Administrator, and its agent, is
authorized to sell securities or other assets held within a
Participant's Account for the purpose of paying the fee described
in this subsection. Investment in the Brokerage Option is
subject to the following restrictions:
(A) To commence investing under this program, the
Participant must first be eligible to enroll in the Brokerage
Option. A Participant is eligible to enroll if he has at least
$1,000.00 in his Participant Account; completes and returns the
application as required by the Plan Administrator or its agent;
and his initial transfer election into the Brokerage Option is at
least $1,000. Subsequent transfers to and from the Brokerage
Option must be at least $250 unless such transfer is to close the
Participant's account under the Brokerage Option. All transfers
to the Brokerage Option must be from prior savings.
(B) No amounts invested either in the Security
Plus Fund or in the Guaranteed Income Fund may be directly
transferred to the Brokerage Option, and no amounts invested
either in the Security Plus Fund or in the Guaranteed Income Fund
may be indirectly transferred to the Brokerage Option, i.e., by
first transferring the amounts to some other
V-7
investment fund (or funds) under the Plan, unless such amounts
remain invested in the intervening fund (or funds) for at least 3 months.
(C) Except as provided in the last sentence of
this clause (C), no security or investment held by a
Participant's account within the Brokerage Option may be
transferred or distributed directly to the Participant. The
Participant must initially sell the security or investment. The
Trustee will place the proceeds of such sale in a short-term
investment fund, designed to generate a money market rate of
return, within the Brokerage Option. The proceeds will remain in
such account until the Participant instructs the Plan
Administrator or its agent to transfer all or a portion of such
proceeds into one or more of the other separate investment
options within the Trust Fund provided that the investment option
chosen by the Participant permits contributions. The crediting
of earnings within the short-term investment fund and the
transfer of funds to other investment funds within the Trust Fund
may be delayed until after the settlement period for the class of
security sold by the Participant, ranging from one to five
business days. In-kind distributions are permitted in the event
of a complete distribution of a Participant's interest as
specified under Section 6.1 or 6.2.
(6) The Guaranteed Income Fund: This fund is
established through contractual arrangements with one or more
insurance companies or other financial institutions. Effective
January 1, 1992, the Guaranteed Income Fund no longer accepts
additional deposits. As of January 1, 1992, two 1991 Guaranteed
Income Fund contracts, both issued by Metropolitan Life, were
transferred to the Security Plus Fund. The return on amounts
that remain invested in the Guaranteed Income Fund is determined
in accordance with the contract (or contracts) applicable to the
year in which the amounts were invested. Guarantees of principal
and interest are provided solely by the
V-8
insurance company or other financial institution issuing the contract.
The transfer of funds invested in the Guaranteed Income Fund to other
separate investment funds within the Trust Fund will be restricted in the
following manner:
(i) No amounts invested in the Guaranteed Income Fund
for any Plan Year may be transferred by a Participant directly
into the Security Plus Fund or the Brokerage Option. No amounts
invested in the Guaranteed Income Fund for any Plan Year may be
transferred by a Participant indirectly to the Security Plus Fund
or the Brokerage Option, i.e., by first transferring the amounts
to some other investment fund (or funds) under the Plan, unless
such amounts remain invested in the intervening fund (or funds)
for at least 3 months; and
(ii) A Participant can transfer amounts from the
Guaranteed Income Fund into some other investment fund (or funds)
under the Plan no more than 12 times during the Plan Year.
(b) Maintaining Liquidity: Notwithstanding
subsection (a) above, for the purpose of providing liquidity in
each of the separate investment options (other than the Brokerage
Option) under the Plan, the Trustee may invest a portion of each
fund or investment option under the Plan in cash or short-term
securities. The percentage of assets held for this purpose is
normally expected to range from 2-10 percent, but under
extraordinary circumstances the percentages may be substantially
higher. Consequently, the mix of cash, securities and other
investments in each of the investment funds could vary
significantly at any given time and the performance of any
particular fund may not match the performance of the fund or
stock, as the case may be, outside the Plan. In the unlikely
event that the amount of liquid assets held by these funds is
insufficient to satisfy the immediate demand for liquidity under
the Plan, the Trustee, in consultation with the Plan
Administrator, may temporarily limit or suspend transfers of any
type (including withdrawals and distributions) to or from the
V-9
investment options specified in subsection (a). In any such
case, the Plan Administrator shall temporarily change the Plan's
Valuation Date or, in its discretion, the Valuation Date for a
specific option. During this period, contributions to any
affected option may be redirected to substitute investments
chosen by the Trustee.
(c) Procedures for Investment Directions: A
Participant may direct the investment of the amounts credited to
him under the Plan into the investment options described in
subsection (a) only in accordance with this subsection. A
Participant shall direct the investment, or change the direction
of the investment, of his future or existing investment by
directing the Plan Administrator through the telephone enrollment
system provided by the Plan Administrator for such purpose (or
through any other method made available by the Plan
Administrator) and by specifying whether the Participant's
investment instructions apply to existing savings, future
contributions or both.
(1) The Participant will have sole responsibility for
the investment of his savings and for transfers among the
available investment funds, and no named fiduciary or other
person will have any liability for any loss or diminution in
value resulting from the Participant's exercise of such
investment responsibility. It is intended that section 404(c) of
ERISA will apply to a Participant's exercise of investment
responsibilities under this Article.
(2) In the case of an option other than the Brokerage
Option, a Participant's investment instruction or change in
investment instruction shall take effect as of the end of the day
on which the Participant gives such instruction or change to the
Plan Administrator (or its agent), provided the Participant
executes such instruction or change by 3:00 p.m. (Eastern time)
on a business day. If the Participant executes his instruction
or change on a Saturday, Sunday, holiday or after 3:00 p.m.
(Eastern time) on a business day, such instruction or change will
become effective on the next following business day.
V-10
(3) In the case of the Brokerage Option, a
Participant's investment instruction or change within the
Brokerage Option or fund transfers into the Brokerage Option
shall be effective in accordance with rules set forth by the Plan
Administrator consistent with the rules that govern the exchange
or fund in which Participants invest.
Any investment direction submitted by a Participant must specify,
in whole percentages (1 to 100), the percentage of his accounts
to be invested in any or all of the separate investment funds
maintained under the Plan. If a Participant fails to submit a
statement of direction properly directing the investment of 100
percent of his accounts, and such failure is not corrected, the
Participant shall not be eligible to participate actively, or to
continue to participate actively, in the Plan; provided, however,
that amounts previously invested pursuant to a properly executed
statement of investment direction shall continue to remain
invested in the Fund or Funds so elected. The rules for
transfers set forth in paragraphs (2) and (3) above are subject
to the last 3 sentences of subsection (b) above.
(d) Miscellaneous:
(1) It is expressly permissible under this Plan for
Trust assets to be invested in qualifying employer securities, as
that term is defined in section 407(d)(5) of ERISA, up to and
including 100 percent of the total Trust assets. If Company
Stock is purchased other than on the open market, the Company
Stock shall be valued in good faith and based on all relevant
factors, including the sales prices of such stock, as reported on
the New York Stock Exchange, on the date of purchase.
(2) The separate investment funds made available
under the Trust Fund and their rules of operation and valuation
may be changed from time to time by agreement between the Company
and the Trustee.
(3) As of each Valuation Date, the Trustee will
determine the fair market value of the assets in each separate
investment fund of the Trust Fund, relying upon such evidence of
valuation as the Trustee deems appropriate.
V-11
5.3 Adjusting Account Balances: As of the close of
business on each Valuation Date (before adjusting for
contributions, distributions and investment transfers),
Participants' Accounts shall be charged or credited with:
(a) Investment Expenses,
(b) Investment income, and
(c) Gains and losses in asset values,
which have occurred with respect to each separate option (and
each separate investment within the Brokerage Option) since the
preceding Valuation Date. Thereafter, the final Account balances
as of the Valuation Date will be determined by adjusting the
amounts determined under the preceding sentence for
contributions, distributions and investment transfers. The
allocation of Investment Expenses and investment results as of a
Valuation Date shall be in proportion to the final Account
balances in the fund or investment as of the preceding Valuation
Date. Gains and losses in assets values as of a Valuation Date
shall be determined in accordance with rules of the Plan
Administrator and may not reflect the closing values of the
assets on such Valuation Date.
VI-1
ARTICLE VI
Distributions To Participants
6.1 Termination of Employment: Subject to Section
6.2, a Participant who incurs a Termination of Employment under
the Plan shall be entitled to receive the entire amount of his
interest in the Plan computed as of: (i) the Valuation Date on
which the final distribution form for the Participant is
processed by the Recordkeeper, or (ii) if the Participant's
interest in the Plan is $3,500 or less, the Valuation Date on
which the Recordkeeper processes the distribution of the
Participant's Account (such distribution to be processed as soon
as practicable after the 90 days specified in section 6.6(d)).
Subject to Section 6.6(a), the Participant's interest at
Termination of Employment shall be payable to the Participant as
a lump sum distribution as soon as practicable.
6.2 Death: Subject to Section 7.1(b), in the event of
the death of a Participant, the entire amount, if any, of the
interest of such Participant in the Plan shall be paid as
provided in Section 6.1, except that it shall be payable to such
Participant's Beneficiary or Beneficiaries determined in
accordance with Article VIII.
6.3 Withdrawals: Subject to the restriction on direct
withdrawals from the Brokerage Option specified in Subsection
(c), below, a Participant who has made a Salary Deferral
Contribution or a Rollover Contribution may withdraw certain
amounts credited to his Salary Deferral Account and Rollover
Account to the extent permitted by this section.
(a) Hardship Withdrawals: In the case of a
Participant who has not yet attained the age of 59-1/2,
withdrawals shall only be permitted on account of the
Participant's hardship. For this purpose, a withdrawal is made
on account of hardship only if the Plan Administrator (or its
delegate) determines the withdrawal is: (A) made on account of an
immediate and heavy financial need of the Participant, and (B)
necessary to satisfy this financial need. Such determinations
are intended to follow applicable regulations and rulings issued
by the Internal Revenue Service.
VI-2
(1) Immediate and Heavy Financial Need: The
determination of whether a Participant has an immediate and heavy
financial need shall be based on all of the relevant facts and
circumstances. In addition, a distribution shall be deemed to be
made on account of an immediate and heavy financial need of the
Participant if the distribution is on account of:
(i) Expenses for medical care (within the meaning of
Code section 213(d)) incurred by the Employee, the Employee's
spouse or dependents;
(ii) A cost directly related to the purchase
(excluding mortgage payments) of a principal residence for the
Employee;
(iii) Payment of tuition and related educational fees
for the next 12 months of post-secondary education for the
Employee, the Employee's spouse, children or dependents; or
(iv) The need to prevent the eviction of the Employee
from, or a foreclosure on the mortgage of, the Employee's
principal residence.
For purposes of this paragraph, "dependent" means an Employee's
dependent within the meaning of Code section 152.
(2) Necessary for the Need: A withdrawal shall be
considered necessary to satisfy a need described in paragraph (1)
only to the extent: (A) the amount of the withdrawal is not in
excess of the amount required to relieve such need, and (B) the
need cannot be satisfied from other resources that are reasonably
available to the Participant. Determinations under this
paragraph shall be based on all of the relevant facts and
circumstances. A distribution generally may be treated as
necessary to satisfy a financial need if the Plan Administrator
(or its delegate) relies upon the Participant's written
representation (unless the Plan Administrator has actual
knowledge to the contrary) that the need cannot reasonably be
relieved:
VI-3
(i) Through reimbursement or compensation by
insurance or otherwise;
(ii) By liquidation of the Participant's assets;
(iii) By cessation of Salary Deferral
Contributions;
(iv) By other distributions or nontaxable loans
from plans maintained by an employer, or by borrowing from
commercial sources on reasonable commercial terms, in an amount
sufficient to satisfy the need.
For this purpose, a need cannot be treated as reasonably relieved
from the sources listed above if the effect would be to increase
the amount of the need.
(3) Maximum Withdrawal: The amount that may be made
available to a Participant for hardship withdrawal may not
exceed:
(i) The sum of:
(A) the Participant's total Salary Deferral
Contributions,
(B) any earnings on the Participant's Salary
Deferral Contributions credited to the Participant's Account on
December 31. 1988, and
(C) the Participant's total Rollover
Contributions (and contributions on behalf of the Participant to
any other accounts that may be provided for in the Appendix) plus
any earnings thereon; reduced by
(ii) The amount of any prior withdrawals and
distributions to or on behalf of the Participant.
The amounts specified in this paragraph (except that specified in
subparagraph (i)(B)) are to be determined as of the Valuation
Date on which the withdrawal is processed.
VI-4
(4) Administrative Procedures: A withdrawal request under
this subsection shall be made on the form specified for this
purpose by the Plan Administrator. For a withdrawal to be
approved, this form must be fully completed and the Participant
must provide such additional information as the Plan
Administrator (or its delegate) shall request. The hardship
withdrawal shall be paid to the Participant as promptly as
practicable after its approval and shall not exceed the value of
the Participant's distributable interest.
(b) Post-Age 59-1/2 Withdrawals: In the case of a
Participant who has attained age 59-1/2, such Participant shall
be eligible to withdraw amounts from his Account by submitting to
the Plan Administrator a request in such form and manner as the
Plan Administrator may provide, specifying the amount to be
withdrawn; provided, however, that a Participant shall be
ineligible to make a withdrawal under this subsection more than 2
times within the same calendar year. Distribution shall be made
to the Participant as soon as practicable after the withdrawal
request is received by the Plan Administrator, based upon the
Participant's balance in his Account as of the Valuation Date the
withdrawal is processed.
(c) Order of Asset Liquidation for all Withdrawals: In the
event the Participant's Account is invested in more than one
investment option, a partial withdrawal will be distributed pro-
rata from each of the investment options from which withdrawals
are available subject to the following requirements: amounts
invested in the Security Plus Fund must be withdrawn before
amounts invested in the Guaranteed Income Fund can be withdrawn,
and amounts invested in the Guaranteed Income Fund shall be
withdrawn in reverse order of the Participant's investment in the
underlying contracts, i.e., the most recent contract shall be
liquidated first. In addition, withdrawals directly from the
Brokerage Account are not permitted.
6.4 Form of Distributions: Distributions under the
Plan on account of Termination of Employment or death shall be
made in cash, except to the extent that a Participant elects to
receive: (i) his interest in the PepsiCo Capital Stock Fund in
whole shares
VI-5
of Company Stock; or (ii) securities held in his
Brokerage Option as permitted in Section 5.2(a)(5)(ii)(C). An
election to receive an in-kind distribution shall not apply to
fractional shares, uninvested cash or amounts invested for
liquidity purposes, and shall not be available with respect to
hardship withdrawals under section 6.3(a).
6.5 Errors in Participant's Accounts: When an error
or omission is discovered in an account of a Participant, the
Plan Administrator and the Trustee shall be authorized to make
such equitable adjustments as may be appropriate as of the Plan
Year in which the error or omission is discovered.
6.6 Commencement of Payments: Notwithstanding
anything in the Plan to the contrary, the distribution of a
Participant's benefits hereunder shall be determined in ac
cordance with the provisions of this section and shall otherwise
comply with Code section 401(a)(9) and the regulations under
section 401(a)(9) including section 1.401(a)(9)-2. In addition,
any provisions of the Plan that reflect Code section 401(a)(9)
(including subsection (b) below) override any other distribution
options in the Plan that are inconsistent with Code section
401(a)(9).
(a) Consent Requirements: Effective as of January 1,
1985, if the value of a Participant's total interest in the Plan
exceeds $3,500 at the time a distribution is to be made, then
such interest shall not be distributed hereunder prior to the
Participant's attainment of age 65 or death unless the
Participant consents in writing, on a form prescribed by the Plan
Administrator, to the earlier distribution of his interest in the
Plan. However, upon termination of the Plan, the Participant's
interest may, without the Participant's consent, be distributed
to him or transferred to another defined contribution plan (other
than an employee stock ownership plan as defined in Code section
4975(e)(7)) maintained by the Employer.
(b) Code Section 401(a)(14) Provisions: Subject to
subsection (c) below, distribution of a Participant's interest in
the Plan shall not commence later than the 60th day after the
close of the latest of the following:
(1) The Plan Year in which the Participant attains age
65,
VI-6
(2) The Plan Year in which occurs the tenth
anniversary of the date his participation commenced,
(3) The Plan Year in which occurs the Participant's
Termination of Employment, or
(4) The Plan Year containing the date to which the
Participant has elected in writing to defer commencement of
his Plan distribution.
If a distribution otherwise payable to a Participant or his
Beneficiary hereunder remains unpaid because the Plan
Administrator (after making reasonable efforts) cannot locate the
Participant or Beneficiary, the amount so distributable shall be
treated as a forfeiture under the Plan. Following its
forfeiture, such amount shall be used to pay any expense of Plan
administration which may be charged to the Plan in accordance
with ERISA. In the event the Participant or his Beneficiary is
located subsequent to the forfeiture of his Account, such Account
shall be restored, without adjustment for earnings or losses, and
payment to the Participant or Beneficiary shall be made no later
than 60 days after the date on which the Plan Administrator
locates the Participant or Beneficiary.
(c) Code Section 401(a)(9) Provisions:
(1) A Participant's total interest in the Plan must be
distributed to him no later than the Participant's required
beginning date.
(i) In the case of a Participant who is not a 5
percent owner after 1979, the "required beginning date" shall be
determined as follows:
(A) If the Participant attains age 70-1/2 after 1987,
the required beginning date is the April 1 following the calendar
year in which the Participant attains age 70-1/2 (but not before
April 1, 1990).
(B) If the Participant attains age 70-1/2 before 1988,
the required beginning date is the April 1 following the
V1-7
calendar year in which occurs the later of his Termination of Employment
or attainment of age 70-1/2.
(ii) In the case of a Participant who is a 5
percent owner after 1979, the required beginning date is the
April 1 following the later of:
(A) the calendar year in which the Participant attains
age 70-1/2, or
(B) the first calendar year in which the Participant
either becomes a 5 percent owner or terminates employment.
For purposes of this paragraph, a 5-percent owner is any
Participant who is a 5-percent owner as defined in section 416(i)
of the Code (determined in accordance with section 416 but
without regard to whether the Plan is top-heavy) at any time
during the Plan Year ending with or within the calendar year in
which such owner attains age 66-1/2 or any subsequent Plan Year.
(2) In the event a Participant dies on or after
his Annuity Starting Date but before actual payment has
commenced, the Participant's total interest in the Plan (if any)
shall be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant's date of
death occurs. Notwithstanding the preceding sentence, if the
Participant's designated beneficiary is his surviving spouse and
the surviving spouse dies after the Participant, but before
payments to such spouse begin, the provisions of this subsection
6.6(c)(2) shall be applied as if the surviving spouse were the
Participant.
(d) Cashout Distributions: Subject to the last
sentence of this subsection, upon a Participant's death or other
Termination of Employment, the value of the Participant's total
interest in the Plan shall be automatically distributed to him in
a lump-sum cash distribution as soon as practicable following the
earlier of (i) the date the Participant reaches age 65 (or such
later date as permitted by the Plan
VI-8
Administrator in accordance with Code section 401(a)(14)); or
(ii) 90 days after the Participant's Termination of Employment.
However, such a Participant (or where the Participant has died,
his Beneficiary as determined under Article VIII) can effect an earlier
distribution by submitting a properly completed final
distribution form in the manner specified by the Plan
Administrator. By submitting a properly completed final
distribution form, the Participant may elect to receive an in-
kind distribution as provided in Section 6.4. Notwithstanding
any provision of this Section 6.6(d) to the contrary, if such
Participant is disabled (within the meaning of the PepsiCo Long
Term Disability Plan) or has a total interest in the Plan in
excess of $3,500 and has not died, a distribution of his total
interest in the Plan will not occur until the earlier of: (i) the
date the Participant attains age 65 (or such later date as
permitted by the Plan Administrator in accordance with Code
section 401(a)(14)); or (ii) the date the Participant submits a
properly completed final distribution form in the manner
specified by the Plan Administrator.
6.7 Payment for Benefit of Disabled or Incapacitated
Person: Whenever, in the opinion of the Plan Administrator or
its agent, a person entitled to receive any payment of a benefit
hereunder is under a legal disability or is incapacitated in any
way so as to be unable to manage his financial affairs, the Plan
Administrator or its agent may direct the Trustee to make
payments to such person or to his legal representative or to a
relative or friend of such person for his benefit, or the Plan
Administrator or its agent may direct the Trustee to apply the
payment for the benefit of such person in such manner as the Plan
Administrator or its agent considers advisable. Any payment of a
benefit or installment thereof in accordance with the provisions
of this section shall be a complete discharge of any liability
for the making of such payment under the provisions of the Plan.
6.8 No Other Benefits or Withdrawals: Except as
expressly provided for in this Article VI or the Appendix, no
individual, whether a Participant, former Participant,
Beneficiary or otherwise, shall be entitled to any distribution
or withdrawal of funds from the Trust Fund.
VII-1
ARTICLE VII
Plan Loans
7.1 Eligibility for Plan loans: Subject to the
restrictions set forth in this Article VII, the opportunity to
take a Plan loan shall be made available to any Participant who,
at the time such loan is to be made:
(a) is actively employed by an Employer who has
agreed to participate in the loan program;
(b) has a minimum account balance of $2,000 in
the Plan;
(c) has not defaulted on a Plan loan within the
prior two years;
and
(d) consents to and authorizes repayment of the
loan through payroll deductions.
Employers that are not participating in the loan program may be
designated by the Plan Administrator from time to time. The
requirement of subsection (a) above shall be deemed satisfied in
the case of a Participant who is not currently employed if the
Participant is a party in interest within the meaning of ERISA
section 3(14). For purposes of subsection (c) above, the time of
default shall be determined under Section 7.9.
7.2 Application Procedure: A participant shall apply
for a loan by calling into the telephone system established by
the Plan Administrator and providing the requested information
("Telephone Application"). As soon as practicable after the
Participant's Telephone Application, the Plan Administrator shall
send such Participants a promissory note, an authorization form
for withholding loan payments from the Participant's pay, a
document granting the Plan a security interest in the
Participant's Plan account, and any other documents the Plan
Administrator deems appropriate ("Application Forms"). The
promissory note shall state the amount and term of the loan, the
applicable interest rate and repayment schedule, and other
information as determined by the Plan Administrator. To complete
the application, the Participant must properly fill out, sign and
return the Application
VII-2
Forms so that they are received by the Plan Administrator within 30
days of the date the Application Forms are prepared by the Plan.
The Plan Administrator shall approve a Participant's loan application
if the Participant:
(a) is eligible for a loan pursuant to Article
7.1.
(b) has properly completed and timely returned
the Application Forms, and
(c) is requesting a loan that meets the terms of
the Article VII and the summary plan description
for this Plan.
7.3 Loan Amount: A Plan loan shall not be less than
$1,000 nor, when aggregated with all other outstanding loans to
such borrowing Participant from qualified retirement plans of the
Company and any affiliated companies, exceed the least of
(rounded down to the nearest hundred):
(a) $50,000 (reduced by the excess of (i) the
Participant's highest outstanding loan balance during the
preceding one-year period ending on the day before the date the
loan was made over (ii) the outstanding balance of loans from the
Plan on the date the loan is made);
(b) 50% of the Participant's account balance
under the Plan;
(c) 100% of the value of the Participant's
investments in the following "Core" Funds: PepsiCo Capital
Stock, Security Plus, Vanguard Equity Index and Fidelity Equity
Income; or
(d) the maximum loan amount that can be
amortized by the Participant's net pay (determined under Section
7.8)
VII-3
The value of the Participant's account balance and investment in
the Core Funds shall be based on the market values of such items
at the time of the Participant's Telephone Application or the
issuance of the loan, whichever is less.
7.4 Maximum Number of Outstanding Loans and
Refinancing:
(a) A Participant shall not have more than one
loan outstanding from the Plan at any time. Subject to
subsection (b), no loan may be made to a Participant until the
repayment of any previous loan to such Participant.
(b) A Participant with an outstanding loan from
the Plan is eligible to apply for a refinanced loan, provided the
refinanced loan is issued at least two years after issuance of
the outstanding loan. A refinanced loan shall meet all the
requirements for a loan set forth in this Article VII. Its
proceeds shall first be applied to repay the balance of the
outstanding loan,, with any remainder payable to the Participant
as cash. The interest rate, fees, term and repayment schedule
applicable to a refinanced loan shall be determined without
reference to the original loan.
7.5 Effect on Participant's Investment: A loan shall
constitute a segregated investment solely of the Account of the
borrowing Participant.
(a) When initially made, a loan shall be funded
from the borrowing Participant's core Fund investments, prorated
based on the Participant's balance in each Core Fund.
(b) All repayments of principal and related
interest and any gains and losses on a loan shall be credited to
the borrowing Participant's account. Loan repayments shall be
invested in accordance with the Participant's current investment
direction for Salary Deferral Contributions. If the Participant
does not have an investment direction in effect on the date of
the Participant's Loan Application, the Participant must provide
an investment direction as part of his loan application. When a
selected investment is no longer available, or
VII-4
when otherwise necessary, loan repayments shall be invested in the
manner specified by the Plan Administrator from time to time.
(c) A loan shall be adequately secured at all
times. All loans are secured by the portion of the borrowing
Participant's Account that is invested in the Participant's loan.
If the principal amount of a loan immediately after its issuance
does not exceed 50 percent of the Participant's Account as of
such time, the loan shall be deemed adequately secured at all
times hereunder.
7.6 Fees: Following the issuance of a loan, the
borrowing Participant shall pay a one-time origination fee. For
each month or part thereof the loan remains outstanding the
borrowing Participant shall pay a monthly administration fee.
Such fees shall be deducted from the Participant's Account at the
end of the applicable month. They shall be charged against the
position of the Account that is not invested in the loan, in
accordance with rules adopted by the Plan Administrator. The
fees applicable to a Participant's loan shall be determined on
the date of the Participant's Telephone Application and shall not
change while such loan is outstanding.
7.7 Interest Rate: Plan loans shall bear a reasonable
rate of interest that provides the Plan with a return
commensurate with the interest rates charged by persons in the
business of lending money for loans which would be made under
similar circumstances as part of a similar nationwide loan
program. To this end, the Plan Administrator shall adopt rules
and procedures for redetermining on a monthly basis the interest
rate applicable to new Plan loans. The interest rate for any
loan shall be fixed for the period of the loan and shall be
determined as of the date of the related Telephone Application.
No interest rate shall be less than the applicable federal rate
in effect under Section 1274(d) of the Code, as of the day on
which the loan was initialed, compounded annually.
VII-5
7.8 Term and Repayment:
(a) Term: Subject to subsections (c) through
(e), the term of a loan shall be not less than 1 year nor greater
than 4 years, measuring form the date of issuance, and shall be
an even multiple of six months.
(b) Repayment: Subject to subsections (c)
through (e), a borrowing Participant shall repay his outstanding
loan by making substantially level amortization payments at the
interval determined by the Plan Administrator. When a
Participant is receiving net pay to the extent possible. For
this purpose, "net pay" shall mean a Participant's pay from an
Employer, reduced by applicable taxes and such other payroll
deductions that are accorded priority by payment to the Plan
Administrator shall be required in the case of a Participant who
is on an authorized leave of absence or long term disability, or
a Participant who becomes a foreign service employee. For
purposes of this subsection, a loan is not considered outstanding
following its default.
(c) Prepayment: A Participant may prepay his
entire outstanding loan balance without penalty after first
notifying the Plan Administrator. Upon notification, the Plan
Administrator shall make the necessary administrative
arrangements to permit repayment and shall advise the Participant
of the payment-in-full amount and its due date. No partial
prepayments are permitted, and no payment-in-full amount will be
accepted after its due date.
(d) Terminating Employees: Notwithstanding
subsections (a) and (b), an outstanding loan shall become
immediately due and payable in full if the borrowing Participant
retires, dies or otherwise terminates employment. For purposes
of this subsection, a Participant's employment shall be deemed to
continue: (1) while he is receiving long term disability
benefits and making loan repayment directly to the Plan
Administrator, or (2) while he is repaying his loan through
payroll deduction from salary continuation or other similar
payments.
VII-6
(e) Termination of Loan Program: In the event
the Plan terminates or the portion of the Plan applicable to a
Participant terminates, the Participant's loan shall become due
and payable in full immediately.
7.9 Loan Default: A loan shall be in default if:
(a) the borrowing Participant is delinquent on
more than 12 weeks of scheduled loan repayment
amounts;
(b) the loan becomes due and payable and the
Participant fails to pay the outstanding
principal amount plus accrued interest within 60 days;
(c) the term of the loan has been extended to
more than 56 months as a result of the Participant's
failure or inability to make timely loan payments; or
(d) there occurs such other circumstances as the
Plan Administrator considers to be a default in order
to protect the interests of the Plan.
A default on a Plan loan occurs on the date the first of the
preceding conditions is met. If a default on a Participant's
Plan loan occurs, the Plan shall have the right to foreclose on
the Participant's security interest in his Account, and shall do
so on or after the first distributable event for such Participant
described in Article VI (other than a hardship distribution event
pursuant to Section 6.3(a)).
7.10 Nondiscrimination: Loans shall be made available
to all Participants who meet the requirements set forth in
section 7.1 on a reasonable equivalent basis, except that the
Plan Administrator may make reasonable distinctions based on
other obligations of the Participant, state law requirements
affecting payroll deductions and other factors that may adversely
affect the ability to assure repayment through payroll deduction.
The Plan Administrator may refuse a requested loan where it
determines that timely repayment of the loan through payroll
deduction is not assured.
7.11 Collins Food International, Inc. With respect to
a borrowing Participant: (i) who is employed by Colllins Food
International, Inc. before becoming employed by Kentucky Fried
Corporation and (ii) who has a loan outstanding under the Plan,
the provisions
VII-7
of this Article VII shall apply. In addition, the
terms of the promissory note for such outstanding loan shall
govern to the extent not in conflict with this Plan or applicable
federal law.
7.12 Miscellaneous:
(a) Additional Documentation: A Participant
shall execute any additional documents as required by the Plan
Administrator that correct ministerial errors in the Application
Forms, or that are required for proper administration of the
loan.
(b) Agent of Plan Administrator: The Plan
Administrator may designate an exclusive agent for purposes of
administration of some or al of the loan program, and to such
extent any references in the Article VII to the Plan
Administrator shall mean the designated agent.
(c) Power to Amend Outstanding Loans: It is
specifically intended that the Company's power to amend the Plan
set forth in Article XI applies to loans from this Plan that are
outstanding (including loans in default) at the time of the
amendment.
VIII-1
ARTICLE VIII
Determination of Beneficiary
A Participant's Beneficiary under the Plan shall be
determined in accordance with this Article. In the event of a
Participant's death, any interest of the Participant in the Plan
shall be payable to such Beneficiary in accordance with Section
6.2.
8.1 Certain Married Participants: A Participant's
Beneficiary shall be determined in accordance with this Section
if: (i) the Participant is married on the date of his death, and
(ii) the Participant is credited with at least one Hour of
Service after August 22, 1984.
(a) Deaths After November 13, 1984:
(1) Qualified Designations: If a Participant covered
by this section dies after November 13, 1984, and has a Qualified
Designation (as hereinafter defined) in effect on the date of his
death, then such Participant's Beneficiary shall be the person or
persons designated by the Participant in the most recent
Qualified Designation on file with the Plan Administrator. For
purposes of this subsection, a "Qualified Designation" is any
Designation of Beneficiary form filed by a Participant which
names someone other than the Participant's spouse as a primary
beneficiary, and which meets the requirements of subparagraphs
(i) or (ii) below:
(i) A Participant's Designation of Beneficiary form
meets the requirements of this subparagraph if:
(A) such designation is consented to in writing by the
spouse to whom the Participant is married on the date
of his death,
(B) the spouse's consent acknowledges the effect of
the designation,
VIII-2
(C) the spouse's consent is witnessed by a notary
public or an official designated by the Plan Administrator,
and
(D) the designation is signed by the Participant and
satisfies any other requirements which are prescribed by
the Plan Administrator.
(ii) A Participant's Designation of Beneficiary form
meets the requirements of this subparagraph if:
(A) at the time such form is filed, it is established
to the satisfaction of the Plan Administrator (or its
authorized representative) that the consent required under
subparagraph (i) may not be obtained because the
Participant's spouse cannot be located or because of such
other circumstances as may be specified by Internal Revenue
Service Regulations,
(B) the Participant is legally separated or the Participant has
been abandoned (within the meaning of local law) and (I)
the Participant has a court order to such effect, and
(II) there is no qualified domestic relations order (within
the meaning of Code section 414(p)) which requires spousal
consent to the Participant's elections covered by this
section, and
(C) the designation is signed by the Participant and
satisfies any other requirements which are prescribed
by the Plan Administrator.
Consent by a spouse, or establishment that a spouse's consent
cannot be obtained, shall be effective only with respect to such
individual spouse. If the spouse is legally incompetent to give
consent, consent may be given by the spouse's legal guardian
(even if the guardian is the Participant). Once a spouse has
given consent to an election of the Participant, such consent
shall be irrevocable.
VIII-3
(2) No Qualified Designation: If a Participant
covered by this Section dies after November 13, 1984, and does
not have a Qualified Designation in effect on the date of his
death, then notwithstanding any Designation of Beneficiary form
the Participant may have completed, such Participant's sole
Beneficiary shall be his spouse. A Participant's Qualified
Designation shall not be considered to be in effect hereunder if
all the Participant's designated Beneficiaries have predeceased
the Participant.
(b) Deaths Before November 14, 1984: If a Participant
described in this Section dies before November 14, 1984, then
notwithstanding any Designation of Beneficiary form the
Participant may have completed, such Participant's Beneficiary
for one-half of his interest in the Plan shall be such
Participant's spouse. If the amount payable to the Participant's
spouse pursuant to the preceding sentence would exceed $3,500,
then notwithstanding any other provision contained herein, such
one-half of the Participant's interest shall be payable to the
spouse as a life annuity unless the spouse consents in writing to
the distribution of such amount as a lump sum. The remaining one-
half of the Participant's interest in the Plan shall be payable
to the Participant's Beneficiary determined in accordance with
Section 8.2 (as if such Section applied with respect to the
Participant).
8.2 Other Participants: A Participant's Beneficiary
shall be determined in accordance with this Section if: (i) the
Participant is not married on the date of his death, or (ii) the
Participant is not credited with an Hour of Service after August
22, 1984.
(a) Except as provided in subsections (b) and (c)
below, the Beneficiary of a Participant covered by this Section
shall be the person or persons designated by the Participant on
the most recent Designation of Beneficiary form on file with the
Plan Administrator. A Designation of Beneficiary form shall not
be taken into account under this section unless it has been
signed by the Participant.
VIII-4
(b) In the case of a Participant covered by this
Section who is married at death, any Designation of Beneficiary
form executed by such Participant after December 31, 1984 shall
not be effective hereunder unless such form meets the
requirements of Section 8.1(a)(1)(i) or (ii).
(c) In the event benefits became payable upon the
death of a Participant described in this Section and no
Beneficiary has been properly designated as provided in
subsections (a) and (b), or if all such designated Beneficiaries
shall have predeceased the Participant, then the Participant's
sole Beneficiary hereunder shall be his estate.
IX-1
ARTICLE IX
Administration
9.1 Allocation of Responsibility Among Fiduciaries for
Plan and Trust Administration: The Fiduciaries shall have only
those specific powers, duties, responsibilities, and obligations
as are specifically given them under this Plan or the Trust
instrument. The Plan Administrator shall have the sole
responsibility for the administration of the Plan, which
responsibility is specifically described in this Plan and the
Trust instrument, except where an agent is appointed to perform
administrative duties as specifically agreed to by the Plan
Administrator and the agent. The Trustee shall have the sole
responsibility for the administration of the Trust and the
management of the assets held under the Trust, except where an
investment manager has been appointed, all as specifically
provided in the Trust instrument. Each Fiduciary warrants that
any directions given, information furnished, or action taken by
it shall be in accordance with the provisions of the Plan or the
Trust instrument, as the case may be, authorizing or providing
for such direction, information or action. Furthermore, each
Fiduciary may rely upon any direction, information or action of
another Fiduciary as being proper under this Plan or the Trust,
and is not required under this Plan or the Trust instrument to
inquire into the propriety of any direction, information or
action. It is intended under this Plan and the Trust instrument
that each Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under
this Plan and the Trust instrument and shall not be responsible
for any act or failure to act of another Fiduciary. No Fiduciary
guarantees the Trust in any manner against investment loss or
depreciation in asset value.
9.2 Administration: The Plan shall be administered by
the Plan Administrator which may appoint or employ individuals to
assist in the administration of the Plan and which may appoint or
employ any other agents it deems advisable, including legal
counsel, actuaries and auditors to serve at the Plan
Administrator's direction. All usual and reasonable expenses of
the Plan Administrator in administering the Plan may be paid in
whole or in part by the
IX-2
Company, and any expenses not paid by the Company shall be paid by
the Trustee out of the principal or income of the Trust.
9.3 Claims Procedure: The Plan Administrator, or a
party designated by the Plan Administrator, shall have the
exclusive discretionary authority to construe and to interpret
the Plan, to decide all questions of eligibility for benefits and
to determine the amount of such benefits, and its decision on
such matters are final and conclusive. Any exercise of this
discretionary authority shall be reviewed by a court under the
arbitrary and capricious standard, (i.e., the abuse of discretion
standard). If, pursuant to this discretionary authority, an
assertion of any right to a benefit by a Participant or
beneficiary is wholly or partially denied, the Plan
Administrator, or a party designated by the Plan Administrator,
will provide such claimant a comprehensible written notice
setting forth:
(a) The specific reason or reasons for such denial;
(b) Specific reference to pertinent Plan provisions on
which the denial is based;
(c) A description of any additional material or
information necessary for the claimant to submit to
perfect the claim and an explanation of why such material
or information is necessary; and
(d) A description of the Plan's claim review
procedure. The claim review procedure is available upon
written request by the claimant to the Plan Administrator,
or the designated party, within 60 days after receipt by the
claimant of written notice of the denial of the claim, and
includes the right to examine pertinent documents and submit
issues and comments in writing to the Plan Administrator,
or the designated party. The decision on review will be
made within 60 days after receipt of the request for review,
unless circumstances warrant an extension of time not to
exceed an additional 60 days, and shall be in writing and
drafted in a manner calculated to be understood by
the claimant, and include specific reasons for the decision
with references to the specific Plan provisions on which the
decision is based.
IX-3
If circumstances warrant, the Plan Administrator shall provide
the claimant a written notice, prior to the end of the 90-day
period for processing the claim, extending such period by up to
an additional 90 days and indicating the circumstances requiring
the extension and the date by which the Plan Administrator
expects to render its decision. If the Plan Administrator fails
to provide a comprehensible written notice stating that the claim
is wholly or partially denied and setting forth the information
described in (a) through (d) above within the 90-day processing
period and if no extension of such 90-day period is made, the
claim shall be deemed denied. Once the claim is deemed denied,
the Participant shall be entitled to the claims review procedure
described in subsection (d) above. Such review procedure shall
be available upon written request by the claimant to the Plan
Administrator within 60 days after the claim is deemed denied.
Any claim referenced in this section that is reviewed by a court,
arbitrator, or any other tribunal shall be reviewed solely on the
basis of the record before the Plan Administrator. In addition,
any such review shall be conditioned on the claimants having
fully exhausted all rights under this section.
9.4 Records and Reports: The Plan Administrator shall
exercise such authority and responsibility as it deems
appropriate in order to comply with ERISA and government
regulations issued thereunder relating to records of
Participants' service and benefits; notifications to
Participants; reports to, or registration with, the Internal
Revenue Service; reports to the Department of Labor; and such
other documents and reports as may be required by ERISA.
9.5 Other Administrative Powers and Duties: The Plan
Administrator shall have such powers and duties as may be
necessary or desirable to discharge its functions hereunder,
including:
(a) To exercise its discretionary authority to
construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment
of any benefits hereunder;
(b) To prescribe procedures to be followed by
Participants or Beneficiaries filing applications for benefits;
IX-4
(c) To prepare and distribute, in such manner as the
Plan Administrator determines to be appropriate, information
explaining the Plan;
(d) To receive from employees and agents and from
Participants such information as shall be necessary for the
proper administration of the Plan;
(e) To receive, review and keep on file (as it deems
convenient or proper) reports of the financial condition, and of
the receipts and disbursements, of the Trust from the Trustee;
(f) To appoint or employ individuals or other parties
to assist in the administration of the Plan and any other agents
it deems advisable, including accountants, actuaries and legal
counsel; and
(g) To delegate to other persons or entities, or to
designate or employ persons to carry out any of the Plan
Administrator's fiduciary duties or responsibilities or other
functions under the Plan.
9.6 Rules and Decisions: The Plan Administrator may
adopt such rules and procedures as it deems necessary, desirable,
or appropriate. To the extent practicable, all rules and
decisions of the Plan Administrator shall be uniformly and
consistently applied to all Participants in similar
circumstances. When making a determination or calculation, the
Plan Administrator shall be entitled to rely upon information
furnished by a Participant or beneficiary, the legal counsel of
the Plan Administrator, or the Trustee.
9.7 Procedures: The Plan Administrator shall keep all
necessary records and forward all necessary communications to the
Trustee. The Plan Administrator may adopt such regulations as it
deems desirable for the administration of the Plan.
9.8 Authorization of Benefit Distributions: The Plan
Administrator shall issue directions to the Trustee concerning
all benefits which are to be paid from the Trust pursuant to the
provisions of the Plan, and shall warrant that all such
directions are in accordance with this Plan.
9.9 Application and Forms for Distributions: The Plan
Administrator may require a Participant to complete and file with
the Plan Administrator an application for a
IX-5
distribution and all other forms approved by the Plan Administrator,
and to furnish all pertinent information requested by the Plan
Administrator. The Plan Administrator may rely upon all such information
so furnished it, including the Participant's current mailing
address, age and marital status.
X-1
ARTICLE X
Trust Fund
All contributions made by the Employers, or the Company
on behalf of the Employers, under this Plan shall be paid to the
Trustee and deposited in the Trust Fund or with an insurance
company or a financial institution pursuant to a contract to be
held and invested in accordance with the Trust instrument. Assets
of other plans maintained by the PepsiCo Organization, which meet
the requirements of Code section 401, may be commingled, for
investment purposes only, through one or more master trust
arrangements with the assets of this Plan. The Company shall
have the right to appoint an investment manager or investment
managers (as defined in section 3(38) of ERISA) to manage all or
any part of the assets of the Trust Fund.
XI-1
ARTICLE IX
Amendment of the Plan
The Company shall have the right at any time by
instrument in writing, duly executed and acknowledged and
delivered to the Trustee, to modify, alter or amend this Plan in
whole or in part. However, except as permissible under the Code
and ERISA, no amendment shall:
(a) Reduce the amounts in any Participant's
Account because of forfeiture or reduce the vested right or
interest to which any Participant or Beneficiary is then entitled
under this Plan;
(b) Eliminate an optional form of benefit with
respect to a Participant's Account as of the date of the
amendment;
(c) Cause or authorize any part of the Trust Fund
to revert or be refunded to the Employer; or
(d) Cause any assets of the Trust to be used for,
or diverted to, purposes other than for the exclusive benefit of
Participants and their Beneficiaries (other than such part as is
required to pay taxes and expenses of administration).
To the extent permitted under the Code, the Company shall have
the right to amend the Plan at any time, retroactively or
otherwise, in such respects and to such extent as may be
necessary to qualify it under existing and applicable laws and
regulations in order to make available to the Employers the tax
benefits associated with qualified plans, including the full
deduction for tax purposes of the Employer contributions made
hereunder. A participating Employer shall not have the right to
amend the Plan. Notwithstanding any provision herein to the
contrary, the Company may by such amendment decrease or otherwise
affect the rights of Participants hereunder if, and to the
extent, necessary to accomplish such purpose.
XII-1
ARTICLE XII
Termination of the Plan
The Plan herein provided for has been established by
the Company with the bona fide intention that it shall be
continued in operation indefinitely. However, the Company re
serves the right at any time to terminate or to partially
terminate the Plan. In addition, a participating Employer may
cease participation in the Plan with respect to its Employees.
Should the Company decide to terminate the Plan, the
Trustee shall be notified of such event in writing and shall
proceed at the direction of the Plan Administrator to handle the
assets of the Trust Fund, as follows:
First, to the extent determined by the Plan
Administrator, to pay any due and accrued expenses and
liabilities of the Trust and any expenses involved in the
termination.
Second, to pay to Participants in the Plan who are
active Employees affected by such termination the amount of their
interest in the Trust Fund, as soon as permitted by applicable
law, as determined by the Plan Administrator. If some or all of
the Participants may not receive distributions of their interest
at the time of such termination or cessation, the Plan
Administrator may in its sole discretion direct the Trustee to
segregate each such Participant's interest to a savings account,
certificate of deposit, or other suitable investment for
distribution at the appropriate future time.
Notwithstanding the foregoing, the Trustee shall not be
required to make any distribution from the Trust in the event the
Plan is terminated until such time as the Internal Revenue
Service shall have determined in writing that such termination
will not adversely affect the prior qualification of the Plan.
XIII-1
ARTICLE XIII
Miscellaneous
13.1 Participants' Rights; Acquittance: Except to the
extent required or provided for by a mandatory law as in effect
and applicable hereto from time to time, neither the
establishment of the Trust hereby created, nor any modification
thereof, nor the creation of any fund or account, nor the payment
of any distributions, shall be construed as giving to any
Participant or other person any legal or equitable right against
the Employer, or any officer or employee thereof, or the Trustee
or the Plan Administrator except as herein provided; nor shall
any Participant have any legal right, title or interest in this
Trust or any of its assets, except in the event and to the extent
that amounts may actually be distributable to him hereunder, and
the same limitations shall be applicable with respect to
distributions upon death which may be payable to the
Beneficiaries of a Participant. Under no circumstances shall the
terms of employment of any Participant be modified or in any way
affected hereby. This Plan and Trust shall not constitute a
contract of employment nor afford any individual any right to be
retained in the employ of the Employer.
13.2 Nonalienation of Benefits:
(a) In General: Except as provided in subsection (b)
below, benefits payable under this Plan shall not be subject in
any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution,
or levy of any kind, either voluntary or involuntary, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits
payable hereunder, shall be void. The Trust Fund shall not in
any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to
benefits hereunder.
(b) Qualified Domestic Relations Orders: To the extent
mandated by law, the Plan Administrator shall comply with a
qualified domestic relations order, as defined by Code section
414(p)(1)(A), which requires that all or part of a Participant's
XIII-2
interest in the Plan be paid to an alternate payee, i.e., the
spouse, former spouse, child or other dependent of such
Participant. If the Plan Administrator receives an order which
purports to be a qualified domestic relations order, the Plan
Administrator shall in accordance with such procedures and rules
as it may establish: (i) determine the qualified status of such
qualified domestic relations order under Code section 414(p)(6),
and (ii) if satisfied that the qualified domestic relations order
meets the requirements of Code section 414(p), direct the Trustee
to comply with the qualified domestic relations order and pay
amounts from the Trust Fund in accordance therewith. A qualified
domestic relations order may not require the Plan to make a
distribution to an alternate payee prior to the date the
Participant terminates employment or, if earlier, the date the
Participant attains age 50. However, the Plan may make a
distribution to an alternate payee prior to such date in
accordance with permissive terms of a qualified domestic
relations order. Except as otherwise expressly provided in a
qualified domestic relations order, no consent by a Participant
or alternate payee shall be required in applying the provisions
of Section 6.6 to an alternate payee's interest in the Plan. For
purposes of the investment options under Article V and the
determination of the amount of a distribution under Article VI,
an alternate payee, with respect to his interest in the Plan,
shall be treated as a Participant would with respect to his
Account.
Neither the Plan, the Company, the Employer, the Plan
Administrator nor the Trustee shall be liable in any manner to
any person, including any Participant or Beneficiary, for
complying with a domestic relations order that is considered a
qualified domestic relations order in accordance with the
provisions of Code section 414(p).
13.3 Actions Involving the Trust: In any action or
proceeding involving the Trust Fund, or any property constituting
part or all thereof, or the administration thereof, the Company,
the Employer the Plan Administrator, and the Trustee shall be the
only necessary parties and no employees or former employees of
the Employer or their Beneficiaries or any
XIII-3
other person having or claiming to have an interest in the Trust
Fund or under the Plan shall be entitled to any notice or service of
process.
Any final judgment which is not appealed or appealable
that may be entered in any such action or proceeding shall be
binding and conclusive on the parties hereto, the Plan
Administrator, the Trustee and all persons having or claiming to
have any interest in the Trust Fund or under the Plan.
13.4 Qualification of Plan as a Condition: This
amendment and restatement of the Plan is based upon the condition
subsequent that it shall be approved and qualified by the
Internal Revenue Service as meeting the requirements of the
Internal Revenue Code and regulations issued thereunder with
respect to employees' plans and trusts, including a salary
reduction arrangement, so as to permit, among other incidents to
such qualified plans, the Employer to deduct for income tax
purposes the amount of its contributions to the Plan as set forth
herein, and so that such contributions will not be taxable at the
time of contribution to the Participants as income. Therefore,
if when this Plan is submitted for qualification and approval by
the Internal Revenue Service, the Internal Revenue Service
determines that the Plan does not meet the qualification
requirements of the Internal Revenue Code for the purposes
specified in the preceding sentence, and the deficiencies
precluding qualification may not be corrected by amendment
effective as of the Effective Date, then regardless of any other
provision herein contained, this Plan shall be and become null
and void ab initio, and any contributions under the Plan for any
fiscal year of an Employer commencing on or after the Effective
Date shall be returned to the Employers for the benefit of the
Employees on whose behalf the contribution was made to the Trust.
13.5 Successor to the Company: In the event of the
dissolution, merger, consolidation or reorganization of the
Company, provision may be made by which the Plan and Trust will
be continued by the successor; and, in that event, such successor
shall be substituted for the Company under the Plan. The
substitution of the successor shall constitute an assumption of
Plan liabilities by the successor and the successor shall have
all the powers, duties and responsibilities of the Company under
the Plan.
XIII-4
13.6 Transfer of Plan Assets: In the event of any
merger or consolidation of the Plan with, or transfer in whole or
in part of the assets and liabilities of the Trust Fund to
another trust fund, held under any other plan of deferred
compensation maintained or to be established for the benefit of
all or some of the Participants of this Plan, the assets of the
Trust Fund applicable to such Participants shall be transferred
to the other trust fund only if:
(a) Each Participant would, if either this Plan or the
other plan then terminated, receive a benefit immediately after
the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer, if the
Plan had then terminated;
(b) Resolutions of the Board of Directors of the
Employer of the affected Participants, shall authorize such
transfer of assets; and, in the case of the new or successor
employer of the affected Participants, its resolutions shall
include an assumption of liabilities with respect to such
Participant's inclusion in the new employer's plan, and
(c) Such other plan and trust are qualified under
sections 401(a) and 501(a) of the Code.
13.7 Indemnification: Unless the Board of Directors of
the Company shall determine otherwise, the company shall
indemnify, to the full extent permitted by law, any employee
acting in good faith within the scope of his employment in
carrying out the administration of the Plan.
13.8 Action by the Company: Any action by the Company,
including any amendment authorized to be made under Article XI,
shall be made by a resolution adopted by the Company's Board of
Directors. In addition, any person or persons authorized by the
Board may take action on behalf of the Company. Any such
resolution of the Board of Directors shall be effective provided
it is adopted in accordance with the bylaws (or other governing
authority) of the Company. Any action taken by any other person
or persons shall be effective provided it is executed in
accordance with the authorization of the Board.
XIII-5
13.9 Applicable Law: The provisions of the Plan shall
be construed and administered according to, and its validity and
enforceability shall be determined under, ERISA. In the event
ERISA does not preempt state law in a particular circumstance,
the laws of the State of New York shall govern.
13.10 Interpreting the Plan: This Plan shall be
interpreted in accordance with the rules of this section and
Section 2.2.
(a) Compounds of the Word "Here": The words
"hereof", "hereunder" and other similar compounds of the word
"here" shall mean and refer to the entire Plan, not to any
particular provision or section.
(b) Examples: Whenever an example is provided or
the text uses the term "including" followed by a specific item or
items, or there is a passage having similar effect, such passages
of the Plan shall be construed as if the phrase "without
limitation" followed such example or term (or otherwise applied
to such passage in a manner that avoids limits on its breadth of
application).
(c) Fiduciary Discretion: With respect to the
powers, duties and responsibilities allocated to the named
Fiduciaries under the Plan, the Plan Administrator and the
Trustee shall have full discretionary authority to implement and
perform such powers, duties and responsibilities. Specific
references in the Plan to the Plan Administrator's or the
Trustee's discretion in a particular context shall create no
inference that the Plan Administrator's or Trustee's discretion
in any other respect, or in connection with any other provisions,
is less complete or broad.
(d) Invalid Provisions: If any provision of this
Plan is, or is hereafter declared to be void, voidable, invalid
or otherwise unlawful, the remainder of the Plan shall not be
affected thereby.
XIV-1
ARTICLE XIV
Top-Heavy Plan Provisions
14.1 Application: In the event that the Plan is
determined to be a Top-Heavy Plan (as hereinafter defined), this
Article XIV shall become effective as of the first day of the
Plan Year in which the Plan is a Top-Heavy Plan.
14.2 Definitions:
(a) Key Employee: During any year that the Plan is a
Top-Heavy Plan, an Employee (including any Beneficiary of an
Employee) is a Key Employee if, at any time during the Plan Year
or any of the 4 preceding Plan Years, he is (or was):
(1) An officer of the Employer whose Annual
Compensation (as hereinafter defined) exceeds 50 percent of the
dollar limitation in effect for such year under Code section
415(b)(1)(A);
(2) One of the 10 employees having Annual Compensation
of more than the dollar limitation in effect for such year under
Code section 415(c)(1)(A), having individual ownership interests
in the Employer of more than 1/2 of 1 percent, and owning the
largest interests in the Employer;
(3) A 1 percent owner of the Employer having Annual
Compensation from the Employer of more than $150,000; or
(4) A 5 percent owner of the Employer.
Ownership shall be determined according to Code section
416(i)(1)(B). For purposes of paragraph (1) above, no more than
50 Employees (or if less, the greater of 3 or 10 percent of the
Employees) shall be treated as officers. For purposes of
paragraph (2) above, if 2 Employees have the same ownership
interest, the Employee with the higher Annual Compensation shall
be treated as having the larger interest. For purposes of
Paragraph (1), (2) and (3), annual compensation means
compensation as defined in Code section 415(c)(3), but including
amounts contributed by the Employer pursuant
XIV-2
to a salary reduction agreement which are excludable from the employee's
gross income under Code section 125 or 402(a)(8).
(b) Minimum Contribution - For a Plan Year, the lesser
of 3 percent of a Participant's Annual Compensation or, if this
Plan does not enable a defined benefit in the Required
Aggregation Group (as determined below) to satisfy the
requirements of Code section 401(a)(4) or 410, a percentage of a
Participant's Annual Compensation equal to the percentage at
which contributions are made (or required to be made) under the
Plan and all other plans in the Required Aggregation Group (as
defined below) for the Key Employee for whom such percentage is
highest.
(c) Top-Heavy Plan: For any Plan Year beginning after
December 31, 1983, a plan that is required in such year to
satisfy the requirements of Code section 416 because the
aggregate of the account balances of all Key Employees in the
Plan exceeds 60 percent of the aggregate of the account balances
of all Participants in the Plan, such determination to be made in
accordance with the procedures described in Code section 416(g)
and the regulations thereunder as of the last day of the
preceding Plan Year (or in the case of the first Plan Year, as of
the last day of such Plan Year) (the "determination date"). For
purposes of determining whether the Plan is a Top-Heavy Plan, the
Plan must be aggregated with all other plans maintained by the
Employer which are required to be aggregated with the Plan in
order for the Plan to meet the requirements of Code sections
401(a)(4) or 410, and all other plans maintained by the Employer
in which a Key Employee is a Participant (the "Required
Aggregation Group"). In addition, the Plan may also be
aggregated with any other plans maintained by the Employer so
long as such aggregation would not prevent the aggregated group
from satisfying the requirements of Code sections 401(a)(4) or
410 (the "Permissive Aggregation Group").
14.3 Allocation of Minimum Contribution: For any year
in which the Plan is a Top-Heavy Plan, the Minimum Contribution
as defined in Section 14.2(c) hereof shall be made to the account
of each Participant who is a non-Key Employee, unless the Minimum
XIV-3
Contribution for the Participant is made under another defined
contribution plan maintained by the Employer. Such Minimum
Contribution shall be made to the Employer Contribution Account
of each non-Key Employee Participant who is employed on the last
day of such Plan Year without regard to such Participant's Hours
of Service during such Plan Year. The Employer and the Plan
Administrator shall determine under which plan a Participant
shall receive the Minimum Contribution if the Employee is a
Participant in more than one plan maintained by the Employer.
XV-1
ARTICLE XV
Signature
The above amended and restated Plan is hereby adopted
and approved, to be effective as of July 1, 1992 (except as
otherwise indicated), this 29th day of June, 1994.
PEPSICO, INC.
By: /s/ J. ROGER KING
--------------------------------
J. Roger King
Senior Vice President,
Personnel
Approved:
/s/ ALAN ROCKOFF
_____________________
Law Department
/s/ SYLVESTER HOLMES
________________________
Tax Department
APPENDIX
APPENDIX
The following Appendix Articles modify particular terms of the
Plan as it applies to certain Employee groups. Except as
specifically modified in this Appendix, the foregoing provisions
of the Plan shall fully apply. In the event of a conflict
between this Appendix and the foregoing provisions of the Plan,
the Appendix shall govern with respect to the conflict.
A-1
Article A
KFC - Collins
The terms of this Article apply to certain Plan
Participants who were employees of Collins Foods International,
Inc. and who were Participants in the Collins Food International,
Inc. Employee Savings Plan on March 17, 1991. The effective date
of this amendment is March 17, 1991, the date Collins Foods
International, Inc. was merged into Kentucky Fried Chicken
Corporation. As of the merger, Participants were entitled to
make investment directions into the Kentucky Fried Chicken
Corporation Long Term Savings Program. If no investment election
was received, the Participant's account was transferred to the
Security Plus Fund. The Kentucky Fried Chicken Corporation Long
Term Savings Program was merged into the PepsiCo Long Term
Savings Program effective December 31, 1991.
A.1 Definitions: The following words and phrases as
used herein, have the respective meanings set forth in this
Article, unless the context clearly indicates to the contrary.
(a) Collins: Collins Food International, Inc.
(b) Savings Plan: Collins Food International, Inc.
Employee Savings Plan.
(c) Closing Date: March 17, 1991
(d) Account Balance: The amount in the account of
each Participant in the Savings Plan as of the
Closing Date.
(e) Voluntary Contribution: The amount voluntarily
contributed to the Savings Plan by a Participant prior
to January 1, 1987.
(f) Voluntary Contribution Account The account of a
Participant to which his Voluntary Contributions and
the gains and losses thereon are credited.
A-2
A.2 Participants Covered by this Appendix: As of the
Closing Date, Employees of Collins who participated in the
Savings Plan became Participants in the Kentucky Fried Chicken
Corporation Long Term Savings Program if the Participant had an
Account Balance in the Savings Plan as of the Closing Date. In
addition, individuals described in the preceding sentence became
Participants in this Plan as of December 31, 1991 if they had an
account balance in the Kentucky Fried Chicken Corporation Long
Term Savings Program as of December 31, 1991. Each Participant
in the Savings Plan as of the Closing Date became fully vested in
his Account Balance.
A.3 Voluntary Contributions: A Participant may make
withdrawals from his Voluntary Contribution Account from time to
time, subject to reasonable procedures as the Plan Administrator
may establish. Withdrawals of Voluntary Contributions shall
consist only of the principal amount credited to the
Participant's Voluntary Contribution Account.
A.4 Plan Loans: Effective as of the Closing Date, no
new plan loans shall be available under the Kentucky Fried
Chicken Corporation Long Term Savings Program and this Plan and
no existing loans may be renewed or extended. Plan loans that
were made under the Savings Plan, and are outstanding as of the
Closing Date, are expressly authorized as a permissible
investment under the Kentucky Fried Chicken Corporation Long Term
Savings Program and this Plan in accordance with (and subject to)
the following provisions of this section.
(a) The program of Plan loans authorized by this
section shall be administered by the Plan Administrator (or its
delegate).
(b) Plan loans shall bear a reasonable rate of
interest, the amount to be determined from time to time in
accordance with the rules and procedures in effect under the
Savings Plan on the Closing Date. The term of any loan shall be
that in effect for the loan on the Closing Date.
(c) A loan shall continue to be repaid in the manner
in effect on the Closing Date, provided that interest and
principal on the loan must be repaid through payroll deduction
installments (not less frequently than quarterly) over a total
period not
A-3
to exceed 4-1/2 years (including renewals and extensions). Loan
repayments shall be invested in accordance with the Participant's
current investment direction for Salary Deferral Contributions.
If no such election is in effect, repayments shall be invested in the
manner specified by the Plan Administrator from time to time.
(d) A loan shall be documented by such notes,
evidences of indebtedness, security agreements and other
instruments executed by the Participant as the Plan Administrator
may require.
(e) A loan shall constitute an investment of only
amounts credited to the Account of the borrowing Participant.
All gains and losses on a loan shall be credited to the borrowing
Participant's Account.
(f) A loan shall be adequately secured at all times.
All loans are secured by a portion of a borrowing Participant's
Account (but not more than the lesser of: (1) 50 percent of the
Account, or (2) the amount of the loan). To the extent the
principal amount of the loan (immediately after its origination,
extension or renewal) does not exceed 50 percent of the
Participant's Account at such time, the loan will be deemed to be
adequately secured. Any additional loan amount must at all times
be secured by other security of a type and value that would be
accepted by commercial lenders for such purpose.
(g) A loan shall be in default if the Participant
fails to make any payment when due or if there occurs such other
circumstances as may be prescribed by the Plan
Administrator. If a loan is in default, execution on the
defaulting Participant's Account shall be accomplished when and
to the extent the Account is distributed to the Participant
hereunder. Execution on any other security of the Participant
shall be accomplished at the time deemed necessary by the Plan
Administrator to prevent a loss to the Plan.
(h) If a Participant has a Termination of Employment
or dies, any loan outstanding to the Participant shall become
immediately due. If the portion of a Participant's Account
securing his loan otherwise becomes payable to the Participant
hereunder, such loan shall become due to the extent this portion
of the Account is to be
A-4
distributed. In either case, the amount of the loan that is due
shall be satisfied by applying against it the portion of the Participant's
Account that secures the loan. In turn, such Account shall be
correspondingly reduced prior to making the distribution to or on behalf
of the Participant.
B-1
ARTICLE B
KFC Hourly Employees
The terms of this Article apply to any Employee who is employed
on or after December 1, 1989 on an hourly basis by KFC
Corporation; KFC Enterprises, Inc.; KFC National Management
Company; Kentucky Fried Chicken International Holdings, Inc.;
Kentucky Fried Chicken Corporate Holdings, Ltd or the Company
(only with respect to those Employees of the Company who are (i)
providing services in Illinois to Kentucky Fried Chicken
Corporation and (ii) working under the supervision of Kentucky
Fried Chicken Corporation) (collectively referred to as "KFC").
B.1 Modifications to Section 3.1: For purposes of
determining the eligibility to participate in the Plan of an
Employee who is covered by this Article, the introductory
language of Section 3.1 (the portion preceding subsection (a))
shall read as follows:
"3.1 Eligibility: Any full-time hourly Employee of
KFC whose Employment Commencement Date is before January 1, 1992
shall be eligible to participate in the Plan once he has enrolled
in his Employer's One Plus program. Any full-time hourly
Employee of KFC who is coded as a shift-supervisor and whose
Employment Commencement Date is on or after January 1, 1992,
shall be eligible to participate in the Plan after the attainment
of age 21 and the completion of one Year of Service. The
following Employees or classes of Employees shall not be eligible
to participate in this Plan:"
B.2 Modifications to Section 4.1(d): For purposes of
determining the deferral amount in the case of an Active
Participant who is covered by this Article, subsections (a), (d)
and (e) of Section 4.1 shall read as follows:
"(a) Deferral Amount: Subject to the limitations
established by this Article IV, each active Participant may defer
in any Plan Year up to $60 of his Eligible Pay per pay period, in
accordance with such rules and regulations as may be established
by the Plan Administrator. In the event that a Participant
elects to defer a portion of his Eligible Pay
under the Plan, it will be designated for contribution by the
Employer to the
B-2
Trust on behalf of the Participant, and for
deposit in his Salary Deferral Account. All amounts deposited to
a Participant's Salary Deferral Account shall at all times be
fully vested."
"(d) Election Procedures: An election made pursuant
to subsection (b) or (c) above shall be in the manner specified
by the Plan Administrator. Any election shall specify the amount
of the deferral desired as a whole dollar amount, subject to the
limitation in subsection (a) above. The Plan Administrator, in
its discretion, may give no effect to an election that does not
meet minimum standards for completeness and accuracy as the Plan
Administrator may establish."
"(e) Payroll Deductions: A Participant's Salary
Deferral Contributions shall be withheld from his Eligible Pay
through automatic payroll deductions. Salary Deferral
Contributions may not be withheld after they have been actually
or constructively received by the Participant."
C-1
ARTICLE C
Pizza Hut Hourly Employees
The terms of this Article apply to any Employee who is
employed on an hourly basis by the Southern, Western, or Florida
divisions of Pizza Hut of America or its domestic locations and
subsidiaries (collectively referred to as "Pizza Hut").
B.1. Modifications to Section 3.1. For purposes of
determining the eligibility to participate in the Plan of an
Employee who is covered by this Article, the introductory
language of Section 3.1 (the portion preceding subsection (a))
shall read as follows:
"3.1 Eligibility: Effective, January 1, 1993,
any hourly Employee of Pizza Hut shall be eligible to participate
in the Plan once he becomes a participant in the Pizza Hut Hourly
Employees Retirement Plan, i.e., attains age 21 and completes
1,000 hours of service. The following Employees or classes of
Employees shall not be eligible to participate in this Plan:"
D-1
ARTICLE D
Prior Definitions of Eligible Pay
The terms of this article apply to prior definitions of
Eligible Pay.
Effective January 1, 1989, excepted where otherwise noted,
Eligible Pay was defined as follows:
2.1(k) Eligible Pay. For each Plan Year, a
Participant's Eligible Pay shall be determined as follows:
(1) With respect to all Employees other than
those employed by Frito-Lay, Inc. or its subsidiaries:
(i) In the case of salaried Employees
who are considered exempt from the minimum wage and overtime pay
provisions of the Fair Labor Standards Act:
(I) for such Employees who were
Employees on or before July 15 of the preceding Plan Year, or
such other date during the preceding Plan Year as the Plan
Administrator may select (July 15 or such other date being
hereinafter referred to as the "Salary Determination Date" with
respect to all Employees other than those employed by Frito-Lay,
Inc. or its subsidiaries), Annual Compensation shall be the
Participant's annual base salary in effect on the Salary
Determination Date plus any lump sum amount received by the
Participant prior to the Salary Determination Date and during
such preceding Plan Year under the PepsiCo Executive Incentive
Plan or Pepsico's or a subsidiary's Middle Management Incentive
Plan; or
(II) for such Employees who were
not Employees on or before the Salary Determination Date, Annual
Compensation shall be the Participant's annual base salary on his
date of hire;
(ii) In the case of any salaried
Employees who are not considered exempt from the minimum wage and
overtime pay provisions
D-2
of the Fair Labor Standards Act, and in the case of eligible hourly
Employees:
(I) for such Employees who were
Employees on or before the Salary Determination Date, Eligible
Pay shall be the Participant's base salary or hourly wage rate on
the Salary Determination Date, plus any overtime pay earned by
the Participant prior to the Salary Determination Date during
such preceding Plan Year, annualized in accordance with rules
adopted by the Plan Administrator;
(II) for such Employees who were
not Employees on or before the Salary Determination Date, Annual
Compensation shall be the Participant's annual base salary or
hourly wage rate on his date of hire, annualized in accordance
with rules adopted by the Plan Administrator;
(iii) In the case of Employees whose
remuneration is based, in whole or in part, on sales-related
commission payments:
(I) for such Employees who were
Employees on or before the salary Determination Date, Eligible
Pay shall be the Participant's base annual salary in effect on
the Salary Determination Date, plus any commissions earned by the
Participant prior to the Salary Determination Date during such
preceding Plan Year, annualized in accordance with rules adopted
by the Plan Administrator;
(II) for such Employees who were
not Employees on or before the Salary Determination Date,
Eligible Pay shall be the Participant's annual base salary on his
date of hire.
(2) With respect to Employees employed by
Frito-Lay, Inc. or its subsidiaries:
D-3
(i) In the case of salaried Employees
who are considered exempt from the minimum wage and overtime pay
provisions of the Fair Labor Standards Act:
(I) for such Employees who were
Employees on or before July 13 of the preceding Plan Year, or
such other date during the preceding Plan Year as the Plan
Administrator may select (July 13 or such other date being
hereafter referred to as the "Salary Determination Date" with
respect to Employees employed by Frito-Lay, Inc. or its
subsidiaries), Eligible Pay shall be the Participant's annual
base salary in effect on the Salary Determination Date plus any
lump sum amount under the PepsiCo Executive Incentive Plan
received by the Participant prior to the Salary Determination
Date and during such preceding Plan Year, or any quarterly Frito-
Lay Management Incentive Plan payments received by the
Participant prior to the Salary Determination Date and during
such preceding Plan Year annualized; or
(II) for such Employees who were
not Employees on or before the Salary Determination Date,
Eligible Pay shall be the Participant's annual base salary on his
date of hire;
(ii) In the case of any salaried
Employees who are not considered exempt from the minimum wage and
overtime pay provisions of the Fair Labor Standards Act, and in
the case of eligible hourly Employees:
(I) for such Employees who were
Employees on or before the Salary Determination Date, Eligible
Pay shall be the Participant's W-2 earnings plus any amounts
designated as "Choice Pay" or "Flexible Pay" under an Employer's
Benefits Plus program that are used to pay for benefits or are
contributed under the Plan
D-4
(such amounts being hereafter referred to as "Flexible Pay") prior to
the Salary Determination Date during such preceding Plan Year, annualized
in accordance with rules adopted by the Plan Administrator or, if greater,
the Participant's W-2 earnings plus Flexible Pay during the calendar
year prior to such preceding Plan Year; or
(II) for such Employees who were
not Employees on or before the Salary Determination Date, Annual
compensation shall be the Participant's annual base salary on his
date of hire, annualized in accordance with rules adopted by the
Plan Administrator;
(iii) In the case of a Participant who
is classified as commissioned ("route sales") Employees:
(I) for such Employees who were
Employees on or before the Salary Determination Date, Eligible Pay
shall be the Participant's W-2 earnings, plus Flexible Pay prior
to the Salary Determination Date during such preceding Plan Year,
annualized in accordance with rules adopted by the Plan Administrator or,
if greater, the Participant's W-2 earnings plus Flexible Pay during
the Calendar Year prior to such preceding Plan Year, or
(II) for such Employees who
were not Employees on or before the Salary Determination Date,
Eligible Pay shall be the Participant's monthly guaranty on his
date of hire, annualized.
(3) With respect to Employees employed by Wilson
Sporting Goods, Co. or its subsidiaries:
(i) In the case of salaried Employees who
are considered exempt from the minimum wage and overtime pay pro-
visions of the Fair Labor Standards Act:
D-5
(I) for such Employees who were
Employees on or before the Salary Detrmination Date, Eligible Pay
shall be the Participant's annual base salary in effect on the
Salary Determination Date plus any lump sum amount received
by the Participant prior to the Salary Determination Date and during
such preceding Plan Year under the PepsiCo Executive Incentive Plan
or PepsiCo's or a subsidiary's Middle Management Incentive Plan; or
(II) for such Employees who were not
Employees on or before the Salary Determination Date, Eligible Pay shall
be the Participant's annual base salary on his date of hire;
(ii) In the case of any salaried Employees who
are not considered exempt from the minimum wage and overtime pay
provisions of the Fair Labor Standards Act, and in the case of eligible
commissioned Employees:
(I) for such Employees who were Employees
on or before the Salary Determination Date, Eligible Pay shall be the
Participant's W-2 earnings plus Flexible Pay prior to the Salary
Determination Date during such preceding Plan Year, annualized
in accordance with rules adopted in the Plan Administrator; or
(II) for such Employees who were not
Employees on or before the Salary Determination Date, Eligible Pay shall
be the Participant's annual base salary on his date of hire;
(iii) In the case of eligible hourly Employees:
(I) for such Employees who were
Employees on or before the Salary Determination Date, Eligible Pay
shall be the Participant's base salary or hourly wage rate on the
Salary Determination Date, plus any overtime pay earned by the
D- 6
Participant prior to the Salary Determination Date during such preceding
Plan Year, annualized in accordance with rules adopted by the Plan Admin-
istrator; or
(II) for such Empolyees who were not
Employees on or before the Salary Determination Date, Eligible Pay
shall be the Participant's hourly wage rate on his date of hire,
annualized in accordance with rules adopted by the Plan Administrator;
(iv) In the case of Employees who are classified
as piecework-paid Employees:
(I) for such Employees who were Employees
on or before the Salary Determination Date, Eligible Pay shall be
Participant's average hourly rate of pay during the first six months of
the preceding Plan Year, plus any overtime pay earned by the Participant
prior to the Salary Determination Date during said preceding Plan Year,
annualized in accordance with rules adopted by the Plan Administrator; or
(II) for such Employees who were not
Employees on or before the Salary Determination Date, Eligible Pay shall
be the greater of the Participant's labor guarantee on his date of hire or
his piecework guarantee on his date of hire, annualized in accordance with
rules adopted by the Plan Administrator.
(4) Effective as of January 1, 1985, in the case of an
Employee that is transferred from one Employer to another after the Salary
Determination Date for any year, such Employee's Eligible Pay for the year
shall be the Employee's annual base salary, annualized hourly wage rate,
annualized weekly guarantee, annualized labor guarantee or annualized
piecework guarantee (whichever is applicable based on the Employee's
classification) as of the transfer date, plus certain additional
compensation received by the Employee prior to the
D-7
Salary Determination Date but in the same Plan Year as such date. The
additional compensation included pursuant to the preceding sentence is
any overtime, commissions or unit pay (annualized), any lump sum paid
under the PepsiCo Executive Incentive Plan or PepsiCo's or a subsidiary's
Middle Management Incentive Plan, and any quarterly payments under a Frito-
Lay Management Incentive Plan (annualized).
(5) For purposes of paragraphs (1), (2), (3), and (4) above
and except for amounts designated as "Choice Pay" under an Employer's
Benefits Plus program that are used to buy benefits and amounts contributed
under the Plan, salary or wages shall not include amounts or the value of
benefits received, or deemed received, under any performance share plan,
stock option plan or similar plan or under any pension or welfare benefit
plan maintened by the Employer, whether such plan is qualified or non-
qualified and whether such amounts are deferred or not deferred.
(6) In the case of Employees who are not covered by the
provisions of paragraphs (1), (2), (3), or (4) above, the Plan
Administrator shall establish a method for determining Eligible Pay based
upon the method of compensation of such Employees and such method shall
be applied in a nondiscriminatory manner for such group of Employees.
(7) No more than $200,000 in Eligible Pay shall be taken
into account under the Plan in any Plan Year on or after the Effective
Date. This $200,000 limit shall be adjusted automatically a the time and
in such manner as permitted under Code section 415(d).
Effective January 1, 1992, Eligible Pay was defined as follows:
(k) Eligible Pay: Effective January 1, 1992, for each Plan Year,
a Participant's Eligible Pay shall be determined as follows:
(1) Participants Other Than Those Employed by Restaurants
or Frito Division: With respect to all Participants other than those
employed by a
D-8
restaurant division or by Frito-Lay, Inc., Frito-Lay of Texas, Inc.,
Recot, Inc., or Smartfoods, Inc. (a "Frito division"), a Participant's
Eligible Pay shall be the sum of:
(i) The Participant's salary or wages, including forms of
pay delivered in alternative manners such as piecework and payment by
mileage for drivers, overtime, shift differentials, commissions, bonuses
received under the PepsiCo Executive Incentive Plan or the Company's or
a subsidiary's Middle Management Incentive Plan, and payment by mileage
for drivers, overtime, shift differentials, commissions, bonuses received
under the PepsiCo Executive Incentive Plan or the Company's or a subsid-
iary's Middle Management Incentive Plan, and
(ii) Any amount not included in (i) above which is
contributed by the Employer on behalf of the Participant pursuant to
a salary reduction agreement and which is not includable in gross income
under Code sections 125, 402(a)(8), or 402(h).
The amounts under subparagraphs (i) and (ii) shall be taken from payroll
records for the full calendar year that precedes the Plan Year by 2 years.
For example, for the 1993 Plan Year, "Eligible Pay" shall be determined
from amounts earned for the full calendar year ending December 31, 1990.
For a Participant who has only a partial year's earnings during the full
calendar year 2 years prior to the Plan Year, the partial year's
earnings shall be annualized. For a Participant with no earnings
during the full calendar year 2 years prior to the Plan Year, Eligible
Pay shall equal the Participant's base salary or wages, not including
alternative forms of base pay, overtime, shift differentials, commissions
or bonuses on the later of: (A) the "Eligible Pay determination date"
designated by the Plan Administrator with respect to Employees other than
those employed by a restaurant division or a Frito division, or (B) the
Participant's Employment Commencement Date.
D-9
(2) Participants Employed by Frito Division: With
respect to a Participant employed by a Frito division, Eligible Pay
shall be determined as follows:
(i) in the case of a Participant who is a salaried Employee
considered exempt from the minimum wage and overtime pay
provisions of the Fair Labor Standards Act, Eligible Pay shall mean:
(A) If the Participant was an Employee on the Eligible Pay
Determination Date designated by the Plan Administrator
with respect to Employees employed by the Frito division,
(I) the Participant's annual base salary in effect on the
Eligible Pay determination date in the preceding Plan Year, plus
(II) any trimester Frito-Lay Management Incentive Plan
payments received by the Participant prior to the Eligible Pay determination
date and during such preceding Plan Year.
(B) If the Participant was not an Employee on the Eligible Pay
determination date in the preceding Plan Year, the Participant's annual
base salary on his Employment Commencement Date.
(ii) In the case of a Participant who is a salaried Employee not
considered exempt from the minimum wage and overtime pay provisions of the
Fair Labor Standards Act, and in the case of a Participant who is an hourly
Employee, Eligible Pay shall mean:
D-10
(A) If the Participant was an Employee on or before the Eligible
Pay determination date in the preceding Plan Year, the greater of:
(I) the Participant's W-2 earnings, plus any amounts
designated as "Flexible Pay" and contributed by salary reduction agreement
to the Employer's Benefits Plus program or this Plan, in each case through
the Eligible Pay determination date during such preceding Plan Year,
annualized in accordance with rules adopted by the Plan Administrator, or
(II) the Participant's W-2 earnings plus Flexible Pay
during the calendar year immediately prior to such preceding Plan Year.
(B) If the Participant was not an Employee on or before the Eligible
Pay determination date, the Participant's annual base salary or hourly
wage rate on his Employment Commencement Date, annualized in accordance
with rules adopted by the Plan Administrator.
(iii) In the case of a Participant who is classified as a commissioned
("route sales") Employee, Eligible Pay shall mean:
(A) If the Participant was an Employee on or before the
Eligible Pay determination date, the greater of:
(I) the Participant's W-2 earnings, plus any amounts
of Flexible Pay through the Eligible Pay determination date during the
preceding Plan Year, annualized in accordance with rules adopted by the Plan
Administrator, or
D-11
(II) the Participant's W-2 earnings plus Flexible Pay
during the calendar year immediately prior to such preceding Plan Year.
(B) If the Participant was not an Employee on or before the
Eligible Pay determination date for the preceding Plan Year, the
Participant's weekly guarantee on his Employment Commencement Date,
annualized in accordance with rules adopted by the Plan Administrator.
(3) Participants Employed by Restaurant Division: With respect to a
Participant employed by a restaurant division of the Company, his
Eligible Pay shall be determined as follows:
(i) In the case of a Participant who is a salaried Employee of
a restaurant division, Eligible Pay shall mean:
(A) If the Participant was an Employee on the Eligible
Pay determination date designated by the Plan Administrator with respect
to the Employees of his Employer, the sum of:
(I) the Participant's annual base salary in effect
on the Eligible Pay determination date,
(II) any target or lump sum bonus for the calendar
year, annualized in accordance with rules adopted by the Plan Adminstrator.
(B) If the Participant was not an Employee on the Eligible
Pay determination date with respect to the Employees of his Employer, the
sum of the amounts under (I) and (II) above but
D-12
determined as of the Participant's Employment Commencement Date.
(ii) In the case of a Participant who is an hourly Employee of
the KFC division, Eligible Pay shall mean:
(A) If the Participant was an Employee on the Eligible
Pay determination date designated by the Plan Administrator with respect
to KFC division Employees, the sum of:
(I) the Participant's annualized hourly wage rate
rate in effect on the Eligible Pay determination date, plus
(II) any overtime pair prior to the Eligibility
Pay determination date but within the same calendar year, annualized in
accordance with rules adopted by the Plan Administrator.
(B) If the Participant was not an Employee on the Eligible
Pay determination date with respect to KFC division Employees, the sum
of the amounts under (I) and (II) above but determined as of the
Participant's Employement Commencement Date.
(4) Special Rules for Determining Eligible Pay:
(i) For purposes of paragraphs (1) through (3) above and
except for salary reduction amounts designated as Flexible Pay under an
Employer's Benefits Plus program that are used to buy benefits and amounts
contributed under the Plan, salary or wages shall not include amounts or
value of benefits received, or deemed received, under any performance share
plan, stock option plan or similar plan or under any pension or welfare
benefit plan maintained by the Employer, whether such
D-13
plan is qualified or non-qualified and whether such amounts are deferred or
not deferred.
(ii) In the case of Employees who transfer from one Employer to
another during the year, Eligible Pay of such Employees shall be the
amount of annualized base salary or hourly wage rate on the transfer date
plus annualized overtime, commission pay received prior to the transfer date
and prior to the determination date and the amount of any lump sum bonus
paid from an Employer's Incentive Compensation program.
(iii) Notwithstanding the foregoing provisions of this subsection,
in the case of an Employee who elects to make nonqualified deferrals under
the PepsiCo Executive Income Deferral Program for an upcoming Plan Year,
the Employee's Eligible Pay for such Plan Year shall not
be greater than his current base pay and the prior year's bonus under
the Employer's incentive compensation program, decreased by any non-
qualified deferrals elected for the upcoming Plan Year, and increased
by amounts that will be received as distributions from the PepsiCo
Executive Income Deferral Program for such Plan Year.
(iv) For any Plan Year beginning on or after January 1, 1989, the
Eligible Pay of each Participant taken into account under the Plan shall
not be less than $10,000 and shall not exceed $200,000, the latter as
adjusted by the Secretary of the Treasury. In determining the Eligible
Pay of a Participant for purposes of the $200,000 limitation set forth
in the preceding sentence, the rules of section 414(q)(6) of the Code
shall apply, except in applying such rules, the term "family" shall
include only the spouse of the Participant and any lineal descendants of
the Participant who have not attained age 19 before the close of the
Plan Year. If, as a result of the application of such rules, the adjusted
$200,000
D-14
limitation is exceeded, then the limitation shall be prorated amoung the
affected individuals in proportion to each such individual's Eligible
Pay as determined under this Section prior to the application of this
limitation.
References in the Plan to deferrals of Eligible Pay, or Salary Deferral
Contributions from Eligible Pay, shall be read as referring to deferrals
of a Participant's current Employee compensation not in excess of Eligible
Pay, determined as above.
1-1
SCHEDULE 1
PEPSICO
LONG TERM SAVINGS PROGRAM
Designated Employers for Nonrestaurant Salaried Employees
(As of 7/1/92)
Amarillo Pepsi-Cola, Inc.
Atlantic Soft Drink Company, Inc.
Atlantic Soft Drink Company of Knoxville
Belfast Bottling Co. of Reno
Beverage Products Corporation
Beverages, Foods & Service Industries, Inc.
Brainerd-Wadena Beverage Company
Central Valley Beverage Company, Inc.
Claremont Pepsi-Cola Bottling Co., Inc.
Dr Pepper Bottling Co., of San Francisco
East Kentucky Beverage Company, Inc.
Elko Bottling Co.
Frito-Lay, Inc.
Frito-Lay, Texas, Inc.
General Cinema Beverages, Inc.
General Cinema Beverages of Akron, Inc.
General Cinema Beverages of California, Inc.
General Cinema Beverage of Dayton, Inc.
General Cinema Beverages of Ft. Myers, Inc.
General Cinema Beverages of Georgia, Inc.
General Cinema Beverages of Indiana, Inc.
General Cinema Beverages of Miami, Inc.
General Cinema Beverages of North Carolina, Inc.
General Cinema Beverages of North Florida, Inc.
General Cinema Beverages of Ohio, Inc.
General Cinema Beverages of Springfield, Inc.
General Cinema Beverages of Virginia, Inc.
General Cinema Beverages of Washington, D.C., Inc.
General Cinema Beverages of West Virginia, Inc.
General Cinema Beverages of Youngstown, Inc.
Haffenreffer Beverage, Inc.
Iron Range Bottling Co., Inc.
Jackson David Bottling Co.
Laurel Group, Limited
Lovers Leap Company
Mesa Beverage Company
National Beverages, Inc.
New Century Beverage Company
Pepsi-Cola Alton Bottling Inc.
1-2
Pepsi-Cola Bottling Company of Dodge City, Inc.
Pepsi-Cola Bottling Company of Grand Island
Pepsi-Cola Bottling Company of Los Angeles
Pepsi-Cola Bottling Company of Lyons, Inc.
Pepsi-Cola Bottling Company of Minneapolis &
St. Paul
Pepsi-Cola Bottling Company of Oklahoma City, Inc.
Pepsi-Cola Bottling Company of Omaha, Inc.
Pepsi-Cola Bottling Company of Reading
Pepsi-Cola Bottling Company of Salt Lake City, Inc.
Pepsi-Cola Bottling Company of St. Louis, Inc.
Pepsi-Cola Bottling Company of St. Mary's Inc.
Pepsi-Cola Bottling Company of Tampa
Pepsi-Cola Bottling Company of Waterloo, Iowa
Pepsi-Cola Bottling Company of Wichita, Inc.
Pepsi-Cola Metropolitan Bottling Company, Inc.
(only at certain locations as designated
by the Plan Administrator)
Pepsi-Cola Personnel, Inc. (only at certain
locations as designated by the Plan Administrator)
Pepsi-Cola San Joaquin Bottling Company
Pepsi-Cola Sweeteners, Inc.
Recot, Inc.
Rice Bottling Enterprises, Inc.
Smartfoods, Inc.
Southwest Beverage Corporation
Supreme Beverages, Inc.
Waycross Pepsi-Cola Bottling Company
2-1
SCHEDULE 2
PEPSICO
LONG TERM SAVINGS PROGRAM
Designated Employers for Nonrestaurant Hourly and Commissioned Employees
(As of 7/1/92)
Amarillo Pepsi-Cola, Inc.
Atlantic Soft Drink Company, Inc.
Atlantic Soft Drink Company of Knoxville
Belfast Bottling Co. of Reno
Beverage Products Corporation
Beverages, Foods & Service Industries, Inc.
Brainerd-Wadena Beverage Company
Central Valley Beverage Company, Inc.
Claremont Pepsi-Cola Bottling Co., Inc.
Dr Pepper Bottling Co., of San Francisco
East Kentucky Beverage Company, Inc.
Elko Bottling Co.
Frito-Lay, Inc.
Frito-Lay, Texas, Inc.
General Cinema Beverages, Inc.
General Cinema Beverages of Akron, Inc.
General Cinema Beverages of California, Inc.
General Cinema Beverage of Dayton, Inc.
General Cinema Beverages of Ft. Myers, Inc.
General Cinema Beverages of Georgia, Inc.
General Cinema Beverages of Indiana, Inc.
General Cinema Beverages of Miami, Inc.
General Cinema Beverages of North Carolina, Inc.
General Cinema Beverages of North Florida, Inc.
General Cinema Beverages of Ohio, Inc.
General Cinema Beverages of Springfield, Inc.
General Cinema Beverages of Virginia, Inc.
General Cinema Beverages of Washington, D.C., Inc.
General Cinema Beverages of West Virginia, Inc.
General Cinema Beverages of Youngstown, Inc.
Haffenreffer Beverage, Inc.
Iron Range Bottling Co., Inc.
Jackson David Bottling Co.
Laurel Group, Limited
Lovers Leap Company
Mesa Beverage Company
National Beverages, Inc.
New Century Beverage Company
2-2
Pepsi-Cola Alton Bottling Inc.
Pepsi-Cola Bottling Company of Dodge City, Inc.
Pepsi-Cola Bottling Company of Grand Island
Pepsi-Cola Bottling Company of Los Angeles
Pepsi-Cola Bottling Company of Lyons, Inc.
Pepsi-Cola Bottling Company of Minneapolis & St. Paul
Pepsi-Cola Bottling Company of Omaha, Inc.
Pepsi-Cola Bottling Company of Petersburg, Inc.
Pepsi-Cola Bottling Company of Reading
Pepsi-Cola Bottling Company of Salt Lake City, Inc.
Pepsi-Cola Bottling Company of St. Louis, Inc.
Pepsi-Cola Bottling Company of Tampa
Pepsi-Cola Bottling Company of Waterloo, Iowa
Pepsi-Cola Bottling Company of Wichita, Inc.
Pepsi-Cola Metropolitan Bottling Company, Inc.
(only at certain locations as designated
by the Plan Administrator)
Pepsi-Cola Personnel, Inc. (only at certain
locations as designated by the Plan Administrator)
Pepsi-Cola San Joaquin Bottling Company
Pepsi-Cola Sweeteners, Inc.
Recot, Inc.
Rice Bottling Enterprises, Inc.
Smartfoods, Inc.
Supreme Beverages, Inc.
Waycross Pepsi-Cola Bottling Company
3-1
SCHEDULE 3
PEPSICO
LONG TERM SAVINGS PROGRAM
Designated Employers for Restaurant Employees
(As of 7/1/92)
Pizza Hut, Inc. (and its domestic locations and subsidiaries
except for locations formerly owned by the Herb Blankenship
Franchise; Middleton Enterprises, Inc. and its subsidiaries;
and Employees who work for Pizza Hut of Cincinnati)
PepsiCo Food Systems, a division of PepsiCo, Inc.
Kentucky Fried Chicken Corporation
KFC Corporation
KFC Enterprises, Inc.
KFC National Management Company
KFC of California
Kentucky Fried Chicken International Management Company
Kentucky Fried Chicken International Holdings, Inc.
Kentucky Fried Chicken Corporate Holdings, Ltd.
Taco Bell Corp. (and its domestic subsidiaries)
Taco Bell Enterprises, Inc.
PepsiCo, Inc. (only with respect to those Employees of PepsiCo,
Inc. who are (i) providing services in Illinois to another
Employer and (ii) working under the supervision of such other
Employer)
4-1
SCHEDULE 4
PEPSICO
LONG TERM SAVINGS PROGRAM
Designated Employers for Transportation Employees
(As of 7/1/92)
Frito-Lay, Inc.
Frito-Lay of Texas, Inc.
Smartfoods, Inc.
Recot, Inc.
5-1
SCHEDULE 5
PEPSICO
LONG TERM SAVINGS PROGRAM
Designated Hourly Employees of the Company
(As of 7/1/92)
Employees represented by Local 30 of the International Union
of Operating Engineers/A.F.L.-C.I.O.
Security Guards based in Purchase, New York