Indemnity Agreement Directors

7. Non-compensation. Where a right to the payment of a liability, charge or claim arising from this or other agreement, a resolution of PepsiCo shareholders or board of directors, a provision of PepsiCo`s bylaws or by-laws, a law or law or rule of law providing for compensation, effective now or later, is not paid in full within 30 days. , in the event of debts and expenses or within five days, in the event of advances after receiving a written payment request from PepsiCo, the Director may sue PepsiCo for the unpaid amount of that claim, with interest. The defence of such a claim (with the exception of a lawsuit to make an advance claim) is that the Director failed to meet the standard of conduct that allowed PepsiCo, under current legislation, to compensate the Director for the amount sought, provided, however, that the burden of proof of such a defence falls on PepsiCo and that the Director is entitled to advances under Section 5. unless a final decision is made by a court. Faced with rising insurance rates, many companies are looking to a future where they may not be able to afford the level of D-O insurance coverage that was once the norm for managers and executives. 9. Changing control. In the event of a change in PepsiCo`s control (as defined below), the purchaser or subsequently determined (as defined below) shall not reduce or restrict the Director`s compensation rights immediately prior to this change in control, whether these rights were available under this agreement or under another agreement. , any resolution by PepsiCo shareholders or board of directors, a provision of PepsiCo`s by-laws or by-laws, or a statute or rule of law providing for compensation, now or at a later date.

None of these successors may cancel, restrict or restrict the rights granted to the Director under one or more insurance policies by directors and senior executives that PepsiCo performs, repeal or reduce in any way, immediately prior to such a change in control. For the purposes of this agreement, « change of control » (i) is defined as the acquisition of 40% or more of PepsiCo`s voting or voting rights by a natural or legal person or group of persons or entities; who act jointly (a « person »), 40% or more of PepsiCo`s voting or voting rights, (ii) the acquisition by a person or group of persons or entities of 20% or more of PepsiCo`s voting rights or voting rights, the election of the majority of PepsiCo`s board members, who were not members of the board of directors for the two years prior to their election; (iii) a transfer of all or most of PepsiCo`s assets to another person who is not a wholly-settled subsidiary of PepsiCo, or (iv) the merger or consolidation of PepsiCo with another company if, as a result of this merger and consolidation, less than 60% of the outstanding non-rights of the surviving or resulting limited company are less than 60% of the surviving limited company or that results immediately. prior to the merger or consolidation held by PepsiCo shareholders.