Director Indemnity Agreement

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CONSIDERING that PepsiCo and the Director each recognize the persistent and significant risk of litigation and other remedies against directors of so-based enterprises; and (b) in connection with an action by the Director on (i) the payment or compensation by PepsiCo of debts or charges or advances of expenses under this agreement or other agreement, a decision of The shareholders or the board of directors of PepsiCo, any provision of the statutes or statutes taken over by PepsiCo or any right or right or rights; which provides for compensation applicable now or at a later date, relating to a defined measure or benefit covered by Section 19 of this measure, and/or (ii) recovery in the context of a PepsiCo liability insurance or PepsiCo-maintained insurance or liability insurance, which the Director ultimately determines the right to such payment, compensation, pre-requisite, as the case may be. The provision of D-O insurance is another topic that the written compensation contract will often address. The agreement includes the company`s obligation to continue to obtain D-O insurance coverage for the person as long as it is commercially available. The written compensation agreement may also provide that the insurance protects the person to the same extent as the directors and executives of the company at the time. 13. Contractual rights are not exclusive. In addition to any other rights that the director may have under another agreement, a resolution of PepsiCo`s shareholders or board of directors, a provision of PepsiCo`s recommended by-laws or statutes or a legal status or rule providing for compensation, the director`s rights are now or subsequently in effect. In addition, there are a number of important issues that can be dealt with by a written compensation agreement, which are generally not addressed by the company`s statutes. 6. Request and final payment. Final payments of the expected debts and expenses are made by PepsiCo no later than thirty days after receiving a written request from the Director or on behalf of the Director, and the Director is entitled to compensation and payment of these debts and expenses, unless a finding is established in these thirtieth days by (i) the majority adoption of a quorum of PepsiCo`s Board of Directors; consists of disinterested directors who are not involved in the appeal that is the origin of the application, (ii) if such a quorum of disinterested directors, through the assistance of an independent lawyer, in a written statement or (iii) by decision to the majority of PepsiCo shareholders, that the Director has not met the standard of conduct, since the main reason individuals have entered into a written compensation agreement is that written agreements generally offer broader protection than the statutes. Most statutes provide, for example, permissive compensation, while most written agreements are mandatory.

In addition, the rights listed in the agreement are enforceable obligations that cannot be changed or terminated without the agreement of each executive. 1. Replacing responsibility. The Director of PepsiCo is considered harmless and harmless by PepsiCo, to the extent permitted by law, of any liabilities and assessment resulting from a lawsuit, action, procedure, procedure, investigation or investigation, or related to them, whether civil, criminal, administrative or otherwise (each called “action”). but is not limited to judgments, fines, penalties and amounts paid in comparison (with or without judicial authorization) and all interest, expenses, taxes or other taxes paid or payable in connection with or in connection with any of the aforementioned taxes (each of these responsibilities and charges is referred to as “responsibility”), which were derived from the Director and stem from his or her status as a director or member of a board of directors. , or as a result of something that the manager in these funkti