Board Of Directors Indemnity Agreement

14. Insurance. The Director`s rights under this Agreement also apply in addition to any rights that the Director currently has or in this context under insurance policies held by PepsiCo or others. PepsiCo may, on behalf of its directors, acquire and maintain insurance against any liability claimed or assumed by them, whether or not PepsiCo has the authority to exempt them from such liability, and the Director is covered by such policy or policy to the maximum extent of the coverage available to a Director of PepsiCo. 17. Changes. No modification, waiver, modification, termination or termination of this Agreement is effective unless signed in writing by the party against whom performance is sought. The indemnification rights conferred on it are contractual rights and may not be diminished, eliminated or affected by any amendment to the instrument of incorporation, articles of association or other agreements, including civil liability insurance for directors and senior officers of the company. The main reason individuals enter into a written indemnification agreement is that written agreements generally offer more comprehensive protection than company articles or legal provisions. For example, most statutes provide for generous compensation, while most written agreements are mandatory.

In addition, the rights listed in the Agreement are enforceable obligations that cannot be modified or terminated without the agreement of each Director General. First, a written indemnification agreement may contain definitions of important concepts. For example, the written agreement may contain a comprehensive definition of the types of “expenses” for which compensation and assistance are available and the types of “procedures” under which the person is entitled to assistance. For example, a written compensation agreement could specify that the person is entitled to compensation or development, even if the person is only a witness in a proceeding, and not just if the person is a designated party. (c) Where a right to compensation or changes in expenses under this Agreement is not paid within thirty days of receipt of written notice to the Company, the rights provided for in this Agreement shall be enforceable by the Beneficiary in each court of competent jurisdiction. Such legal proceedings are conducted de novo. The burden of proof, through clear and convincing evidence that compensation or advances are not appropriate, lies with society. Neither the fact that the directors, shareholders of the enterprise, nor the independent legal counsel have established, prior to the commencement of such a measure, that it is appropriate to compensate or change the expenses in the circumstances, because the beneficiary has complied with the standards of conduct in force, if any, nor that there is no actual finding of the directors or shareholders of the enterprise or of the independent legal counsel. s that the indemnitee has failed to meet the prevailing standard of conduct is a defence against an act of the compensation officer or a presumption for the purposes of such an act that the indemnitee has failed to meet the standards of conduct in force. . . .

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