Company Director Indemnity Agreement

12. Resignation. This agreement can only be terminated by letter from the parties. This agreement applies regardless of whether the director is still the director of PepsiCo. 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. 10. Security. As a guarantee for its obligations under this framework and under similar agreements, PepsiCo can and will maintain the provision of D-O insurance for a period of 10 years from its inception in the event of a threat of control change.

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. 14. Insurance. The Director`s rights under this dash are in addition to the rights that the Director now has or, subsequently, in the context of insurance policies held by PepsiCo or in some other way. PepsiCo may, on behalf of its directors, purchase insurance against any liability imposed on them or imposed on them, that PepsiCo is entitled to compensate them for this liability, and the Director is covered by these policies or policies within the maximum limit of the coverage available to each PepsiCo director. Readers who want to learn more about written compensation agreements would like to check the May 26, 2015 contribution on the blog of the law firm Securities Matters of the law firm Mintz Levin (here), which explains the importance of a separate written compensation agreement for company employees and examines the main characteristics that this type of agreement should contain. Here is a previous memo from the law firm Alston-Bird, which deals with compensation and development in general and the need for written compensation agreements in particular. While individuals may attempt to protect themselves through a written compensation agreement, the unfortunate fact is that when the time comes, the company may not be financially able to meet its compensation or progress obligations. For this reason, it is absolutely essential that the company maintain a robust and expansionary insurance program, so that if the company is not financially able to compensate its directors and officers, individuals can benefit from the insurance contract for protection. Even if the company is able to meet its compensation obligations, the insurance can finance these obligations as part of its “refund” coverage on the basis of “pay in guarantee” so that the business does not have to be withdrawn out of pocket.

(b) in connection with a decision of PepsiCo`s shareholders or board of directors, any provision of PepsiCo`s statutes or statutes or a right or right, under this agreement or other agreement; 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.