EXHIBIT 10.19
AGREEMENT
AGREEMENT, dated July 31, 1992, by and between General Mills, Inc.,
a
Delaware corporation ("Protected") and
PepsiCo, Inc. a North Carolina
corporation ("Limited"), (Protected and
Limited are hereinafter referred to as
the "Parties").
WHEREAS, the Parties propose to enter into certain negotiations
concerning a possible joint venture between
them (the "Joint Venture") and, in
connection with such negotiations and with
the formation and operations of the
Joint Venture in the event agreement is
reached in that connection, Limited has
requested access to certain confidential
business information of Protected.
NOW, THEREFORE, in consideration of the mutual agreements
contained
herein and in consideration of Protected's
disclosure of the above-referenced
confidential business information to
Limited (the scope and other terms of which
disclosure are not governed by this
instrument), the Parties hereto agree, with
the intention of being legally bound, as
follows:
1.
Certain Definitions
(a)
"Affiliate" and "Associate" shall have the respective meanings
ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations,
as
currently in effect (the "Exchange Act Rules"), under the
Securities
Exchange Act of 1934, as amended, as currently in effect (the
"Exchange
Act").
(b)
"Beneficial Owner" shall have the meaning ascribed to such term in
Rule
13d-3 of the Exchange Act Rules, and, for the purposes of this
Agreement, a Person shall have "Beneficial Ownership" of securities
of
which such Person is the Beneficial Owner.
(c) "Common
Stock" shall mean the common stock $.75 par value, of
Protected.
(d) "Protected
Security" shall mean any equity or debt security of
Protected, or right to acquire any such equity or debt
security,
including by purchase, conversion or exchange, including, but
not
limited to, Common Stock, preferred stock, notes, debentures and
other
evidence of indebtedness.
(e) "Group"
shall mean any partnership, limited partnership, syndicate or
other group within the meaning of Section 13(d)(3) of the Exchange
Act.
(f)
"Participation" shall have the meaning ascribed to such term in
Regulation 14A of the Exchange Act Rules.
(g) "Person"
shall mean any individual, firm, corporation, partnership,
trust or other entity.
(h) "Proxies"
shall have the meaning ascribed to such term in Regulation
14A of the Exchange Act Rules.
(i)
"Solicitation" shall have the meaning ascribed in such term in
Regulation 14A of the Exchange Act Rules.
(j)
"Subsidiary" shall mean, with respect to any Person, any
corporation
which is controlled by such Person, by ownership of securities
or
otherwise.
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2.
Representation and Warranty by Limited
Limited represents and warrants to Protected that as of the date
of
this Agreement neither Limited nor any of its Affiliates or
Associates,
(other than employee benefit plans or pension trusts), is either
the
Beneficial Owner or has any control of any Protected
Securities.
3.
Certain Agreements by Limited
Limited covenants with Protected that, without the prior
written
consent of Protected, Limited and its Affiliates and Associates,
(other
than employee benefit plans or pension trusts), singly or
acting
together, in concert, or as a Group with each other or any
other
Person, directly or indirectly through one or more intermediaries
or
otherwise, shall not:
(a) acquire,
offer to acquire or agree to acquire, by purchase or otherwise
Beneficial Ownership of, or become the Beneficial Owner of, or
acquire
an interest in, any Protected Securities or any of the assets of
either
Protected or any Subsidiary of Protected;
(b) (i)
directly or indirectly solicit proxies or become a participant in
a
solicitation of proxies with respect to any matter presented to
Protected's stockholders for the exercise of their voting rights,
or
(ii) engage in any course of conduct for the purpose of influencing
or
affecting the stockholders of Protected with respect to the
exercise of
their voting rights on any matter presented for a vote by
Protected's
stockholders;
(c) otherwise
act to seek control of the Board of Directors, management,
policies or affairs of either Protected or any Subsidiary of
Protected;
(d) publicly
(or in a manner requiring Protected to disclose publicly) (i)
propose any acquisition of any or all of the assets of Protected or
any
of its Subsidiaries, or any acquisition of any Protected
Securities, or
any merger, consolidation, business combination or similar
transaction
with, or change con
