AMENDING AGREEMENT TO SOFIA AN AGREEMENT DATED 21 DECEMBER 2002 RELATING TO THE TERMINATION OF THE FRAMEWORK AND IMPLEMENTATION AGREEMENT SLAUGHTER AND MAY ONE BUNHILL ROW LONDON EC1Y 8YY (JADM/HLD) CE023500040Agreement • November 26th, 2003 • Diageo PLC • Beverages • England
EXHIBIT 4.13 EXECUTIVE EMPLOYMENT AGREEMENT This executive employment agreement ("Agreement") is made and entered into between Diageo North America, Inc. (the "Company") and NAME ("Executive"), and sets forth the terms and conditions of Executive's...Executive Employment Agreement • November 26th, 2003 • Diageo PLC • Beverages • Connecticut
DATE] (1) DIAGEO PLC - AND - (2) [NAME] SERVICE AGREEMENTService Agreement • November 26th, 2003 • Diageo PLC • Beverages • England
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • December 9th, 2003 • Diageo PLC • Beverages • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2001 • Diageo PLC • Beverages • Delaware
JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D, including any amendments thereto. This Joint Filing Agreement...Joint Filing Agreement • November 13th, 2001 • Diageo PLC • Beverages
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute on and the same instrument.
DIAGEO PLC,Indenture • December 9th, 2003 • Diageo PLC • Beverages • New York
Exhibit 4.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 12th, 2002 • Diageo PLC • Beverages • New York
Exhibit (h) CALL OPTION AGREEMENT Dated as of October 28, 2002Call Option Agreement • October 31st, 2002 • Diageo PLC • Beverages • New York
Diageo Capital plc Diageo Investment Corporation Diageo plc DEBT SECURITIES Underwriting AgreementUnderwriting Agreement • April 29th, 2020 • Diageo PLC • Beverages • New York
In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or alone. All statements, requests, notices and agreements hereunder shall be in writing and, if to the Underwriters shall be delivered or sent by facsimile transmission, or in writing delivered by hand, or by telephone (to be promptly confirmed by fax) to you as the Representatives to the address specified in the applicable Pricing Agreement; and if to the applicable Issuer or Issuers or the Guarantor shall be delivered or sent by facsimile transmission, or in writing delivered by hand, or by telephone (to be promptly confirmed by fax) to the address of such Issuer or Issuers or the Guarantor, as the case may be, set forth in the
SERVICE AGREEMENTService Agreement • September 17th, 2007 • Diageo PLC • Beverages
Dated [ l ] DIAGEO NA (1) SERVICE AGREEMENTService Agreement • August 11th, 2015 • Diageo PLC • Beverages • Connecticut
Diageo Capital plc Diageo Investment Corporation Diageo plc DEBT SECURITIES Underwriting AgreementDiageo PLC • October 5th, 2023 • Beverages
In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or alone. All statements, requests, notices and agreements hereunder shall be in writing and, if to the Underwriters shall be delivered or sent by email, or in writing delivered by hand, or by telephone (to be promptly confirmed by email) to you as the Representatives to the address specified in the applicable Pricing Agreement; and if to the applicable Issuer or Issuers or the Guarantor shall be delivered or sent by email, or in writing delivered by hand, or by telephone (to be promptly confirmed by email) to the address of such Issuer or Issuers or the Guarantor, as the case may be, set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section VIII hereof shall be deliver
SUPPLEMENTAL MARKETING AGREEMENT AND WAIVER BY AND AMONG GENERAL MILLS, INC., DIAGEO ATLANTIC HOLDING B.V. AND DIAGEO PLC (the “AGREEMENT”)Supplemental Marketing Agreement • June 24th, 2004 • Diageo PLC • Beverages • New York
WHEREAS, Diageo plc and certain of its subsidiaries (“Parent”) own 79,000,000 shares of Common Stock, par value $0.10 per share (including the related preferred share purchase rights, the “Common Stock”), of General Mills, Inc. (the “Company”),
Dated 1 October 2015 DIAGEO PLC (1) Kathryn Mikells (2) SERVICE AGREEMENTService Agreement • August 9th, 2016 • Diageo PLC • Beverages
EXHIBIT (d) STOCKHOLDERS AGREEMENTStockholders Agreement • November 13th, 2001 • Diageo PLC • Beverages • Delaware
Pricing AgreementAgreement • May 18th, 2018 • Diageo PLC • Beverages
Diageo Capital plc, a public limited company incorporated under the laws of Scotland (the “Issuer”), and Diageo plc, a public limited company organized under the laws of England and Wales (the “Guarantor”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 15, 2018 (the “Underwriting Agreement”), a copy of which is attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Pr
Pricing AgreementAgreement • April 29th, 2020 • Diageo PLC • Beverages
Diageo Capital plc, a public limited company incorporated under the laws of Scotland (the “Issuer”), and Diageo plc, a public limited company organized under the laws of England and Wales (the “Guarantor”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 27, 2020 (the “Underwriting Agreement”), a copy of which is attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the
Option TransactionDiageo PLC • August 25th, 2005 • Beverages
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Lehman Brothers International (Europe) (“Bank”) and you (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
OC/V2/211220 Confidential Confidential 13 January 2021 Diageo plc (1) Lavanya Chandrashekar (2) ________________________________________________________________________ SERVICE AGREEMENTDiageo PLC • August 5th, 2021 • Beverages
JOINT FILING AGREEMENTJoint Filing Agreement • November 10th, 2005 • Diageo PLC • Beverages
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • June 24th, 2004 • Diageo PLC • Beverages
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
General Mills, Inc. 33,314,760 Shares of Common Stock Underwriting AgreementDiageo PLC • October 6th, 2004 • Beverages • New York
Diageo US Limited, a private limited company organized under the laws of England and Wales (the “Selling Stockholder”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, an aggregate of 33,314,760 outstanding shares (the “Securities”) of common stock, par value $0.10 per share (“Stock”), of General Mills, Inc., a corporation organized under the laws of Delaware (the “Company”). The Selling Stockholder is a wholly-owned subsidiary of Diageo plc, a public limited company organized under the laws of England and Wales (“Diageo”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Basic Prospectus, any Prel
Dated 1 July 2010Diageo PLC • September 14th, 2010 • Beverages
EXHIBIT (g) JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(f) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D, including any amendments thereto. This Joint...Joint Filing Agreement • October 29th, 2002 • Diageo PLC • Beverages
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute on and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • October 6th, 2004 • Diageo PLC • Beverages
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT among GRAMET HOLDINGS CORP., DIAGEO PLC and BURGER KING ACQUISITION CORPORATION Dated as of December 13, 2002Stock Purchase Agreement • January 10th, 2003 • Diageo PLC • Beverages • New York
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 13, 2002, among Gramet Holdings Corp., a Delaware corporation (“Seller”); solely for the purposes of Section 10.15, Diageo plc, a company organized under the laws of England and Wales (“Diageo”); and Burger King Acquisition Corporation, a Delaware corporation (formerly called “Delaware Champion Acquisition Corporation”) (“Buyer”).
Pricing AgreementAgreement • October 5th, 2023 • Diageo PLC • Beverages
Diageo Capital plc, a public limited company incorporated under the laws of Scotland (the “Issuer”), and Diageo plc, a public limited company organized under the laws of England and Wales (the “Guarantor”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 2, 2023 (the “Underwriting Agreement”), a copy of which is attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 6th, 2004 • Diageo PLC • Beverages • New York
General Mills, Inc. (the “Company”), a Delaware corporation, Diageo plc (“Diageo”), a public limited company organized under the laws of England and Wales, and Diageo US Limited (the “Selling Stockholder”), a private limited company organized under the laws of England and Wales and an indirect wholly owned subsidiary of Diageo, hereby agree as follows in relation to the proposed transfer of a certain portion of the shares of common stock, par value $0.10 per share (including the related preferred share purchase rights, the “Common Stock”) of the Company held by the Selling Stockholder as contemplated pursuant to the Supplemental Marketing Agreement and Waiver, dated June 23, 2004, among the Company, Diageo and Diageo Atlantic Holding B.V.:
Diageo Great Britain Limited 8 Henrietta Place London W1G 0NB October 4, 2004Diageo PLC • October 6th, 2004 • Beverages
Diageo Great Britain Limited, a private limited company organized under the laws of England and Wales (“Transferor”), hereby agrees to convey, transfer, deliver and assign to Diageo Pension Trust Limited, a private limited company organized under the laws of England and Wales (“Transferee”), on the date hereof, all of Transferor’s right, title and interest in and to 3,996,863 shares of the common stock, par value $.10 per share of General Mills, Inc., a Delaware corporation (“General Mills”), and related call options governed by the Call Option Agreements dated as of October 23, 2002 and October 28, 2002 by and between Diageo Midwest B.V. and General Mills (such shares and options collectively the “Mills Shares”), in consideration of Transferor’s ongoing pension funding obligations with respect to Transferee.
BY AND AMONGAgreement and Plan of Merger • November 13th, 2001 • Diageo PLC • Beverages • Delaware
Pricing AgreementAgreement • October 3rd, 2019 • Diageo PLC • Beverages
Diageo Capital plc, a public limited company incorporated under the laws of Scotland (the “Issuer”), and Diageo plc, a public limited company organized under the laws of England and Wales (the “Guarantor”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 30, 2019 (the “Underwriting Agreement”), a copy of which is attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to
DIAGEO LETTERHEAD]Employment Agreement • September 15th, 2008 • Diageo PLC • Beverages
You may have heard of Code Section 409A, which imposes an extra 20% tax on employees who receive payments pursuant to certain plans and individual agreements that provide compensation or severance benefits. Certain states also impose an additional 20% state tax on payments made in violation of Section 409A. Because your employment agreement could fall within the scope of Code Section 409A, we are enclosing—and proposing—a compliance amendment that we believe will exempt it from Code Section 409A.
Pricing AgreementAgreement • October 24th, 2022 • Diageo PLC • Beverages
Diageo Capital plc, a public limited company incorporated under the laws of Scotland (the “Issuer”), and Diageo plc, a public limited company organized under the laws of England and Wales (the “Guarantor”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 19, 2022 (the “Underwriting Agreement”), a copy of which is attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to th
SECOND AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 24th, 2004 • Diageo PLC • Beverages • Delaware
THIS SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT, dated as of June 23, 2004 (this “Amendment”), by and among General Mills, Inc., a Delaware corporation (the “Company”), Diageo plc, a public limited company incorporated under the laws of England and Wales (“Parent”), and Diageo Atlantic Holding B.V., a private company with limited liability organized under the laws of The Netherlands and an indirect wholly owned subsidiary of Parent (“DAHBV” and, together with Parent, the “Shareholder Group”). Unless otherwise specified, capitalized terms used herein shall have the meanings ascribed to them in the Stockholders Agreement (as defined hereunder).
