Wallace R. Noel and Robinette Noel - Page 14

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          Pizza Hut and PepsiCo (release).  The release states, in perti-             
          nent part:                                                                  
                    The undersigned, Wallace R. Noel, does hereby                     
               release and forever discharge Pizza Hut, Inc., PepsiCo,                
               Inc., and all of their subsidiaries, divisions and                     
               related companies, and all of their employees, officers                
               and agents, from any and all claims, actions, and                      
               causes of action, now existing or that may arise here-                 
               after, known and unknown, and including, in particular                 
               but without limitation, all claims that have been                      
               asserted or that could be asserted in that certain                     
               action pending in Sedgwick County District Court,                      
               Sedgwick County, Kansas, captioned:                                    
                    Wallace R. Noel, Larry D. Noel, Michael L. Noel                   
                    and Cathy R. Noel vs. Pizza Hut, Inc., a corpora-                 
                    tion, PepsiCo, Inc., a corporation, Pizza Manage-                 
                    ment, Inc., a corporation, and Arturo G. Torres,                  
                    Case No. 88 C 1652.                                               
                    The undersigned agrees that, as a part of this                    
               Release, the referenced action, as it relates to Pizza                 
               Hut, Inc. and PepsiCo, Inc., shall be dismissed, with                  
               prejudice, forthwith and agrees further that he shall                  
               take whatever action is necessary to bring about such a                
               dismissal. * * *                                                       
               The release lacks any language concerning the amount of                
          money petitioner received, if any, as consideration for signing             
          this release.  Further, the stock transfer agreement states:                
               Upon delivery to me or my designee of (i) $3,250,071 in                
               immediately available funds and (ii) your release of                   
               claims against me, I will transfer to Pizza Hut, Inc.                  
               (by delivery of the Shares and the Powers) good, valid                 
               and marketable title to all of the Shares * * *.                       
          The stock transfer agreement does not specify what portion of the           
          proceeds, if any, was paid to petitioner for his release of                 
          claims.  Since the documents presented by petitioner lack any               
          language concerning what, if any, portion of PepsiCo's payment              

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Last modified: May 25, 2011