Hold Harmless Agreement Director

2. Compensation against charges. The Director is also compensated and held unscathed by PepsiCo, to the extent permitted by law, against all legal and other expenses, expenses and obligations, as well as against interest, investments, excise duties or other taxes that are paid or payable in connection with or in connection with any of the aforementioned taxes (each of these expenses is referred to as “charges”). , resulting or related to an action. , including a director`s expenses: 1. Exemption with liability allowance. The Director is compensated and compensated by PepsiCo, to the extent permitted by law, of any liabilities and assessment resulting from a lawsuit, pending action or procedure, investigation or investigation, whether civil, criminal, administrative or otherwise (each called “action”). , fines, penalties and amounts paid in comparison (with or without judicial authorization), as well as all interest, investments, excise duties or other taxes paid or payable in connection with or in relation to any of the aforementioned taxes (each of these liabilities and charges is referred to as “responsibility”), due to the Director because of his or her status as a director or member of a Board of Directors of PepsiCo , or because of something the director did or did not do in such functions. 10. Security. As a guarantee for its obligations under this framework and under similar agreements, PepsiCo can and will continue to be in place and maintained for 12 years in the event of a threat of control change for a period of 10 years from its inception.

That`s the end of it. 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. Damages and compensation rules are used to transfer risk from one party to another. They can be beneficial or harmful to an association, depending on how they are used. They are often found in: 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 decision is made within that thirty-day period, by i) a quorum of PepsiCo`s board of directors by a majority , composed of non-participating directors who do not participate in the action brought, (ii) if such a quorum of directors disinterested by independent legal counsel in a written statement or (iii) by decision to the majority of PepsiCo shareholders has not met the standard of conduct of the person you choose as a witness to a document, it should have no financial or other interest in an agreement.

A neutral third party is the best choice. A neutral third party is someone who is not related to one of the parties and does not benefit from the contract. Ideally, a witness will monitor the party or parties who sign the document, and then the witness will sign the document as evidence that the parties have signed.