Director Indemnity Agreement

The provision of D&O insurance is another issue that is often addressed in the written indemnification agreement. The agreement provides that the company will continue to provide D&O insurance coverage to the individual as long as it is commercially available. The written indemnification agreement may also provide that the insurance protects the person to the same extent as the current directors and officers of the company. CONSIDERING that PepsiCo and the Director recognize the persistent and significant risk of litigation and other claims against directors of public limited companies; and the main reason why individuals enter into a written indemnification agreement is that written agreements generally offer more extensive protection than statutes 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. 7. Breach of Indemnification. Where a right to payment of a liability, charge or advance under this or other agreement, a decision of pepsiCo`s shareholders or board of directors, a provision of PepsiCo`s newly established articles or articles of association or a statute or statute or legal instrument providing for a resale right or rule, is not paid in full within thirty days; in the case of liabilities and expenses, or within five days, in the case of advances after PepsiCo has received a written request for payment, the Director may bring an action against PepsiCo to recover the outstanding amount of such claim with interest. This is a defence against such a claim (with the exception of an appeal for an advance) that the Director has failed to comply with the level of conduct which, under current law, allows PepsiCo to compensate the Director for the amount claimed, provided, however, that the burden of proof of such a defence lies with PepsiCo and that the Director: to obtain advances in accordance with Section 5 of this Agreement. except and until such a defence is finally decided by a court….