Board Indemnification Agreement

Business leaders and executives („D-O“) face significant personal exposure in litigation or investigation. For this reason, prudent D-O companies use all available legal protection provisions, including charter rules, insurance and compensation agreements. 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 directors of public utility who do not participate in the appeal that gives rise to the application, (ii) if such a quorum of directors disinterested by an independent counsel in a written statement or (iii) by majority decision of PepsiCo shareholders is not the standard of conduct for e) no provision on the right to compensation within the meaning of this agreement should be made before the final decision of the proceedings. (f) If the person, person or entity issued or selected in accordance with Section 6 has been authorized or selected to determine whether the award is not entitled to compensation has not been established within sixty (60) days of the date the company receives the claim, the requisite finding of the right to compensation is considered to be completed and fulfilled , or the omission of a material fact, which is necessary for Indemnitee`s claim statement not to be materially misleading, or (ii) prohibit such compensation under existing legislation; provided that such a 60-day period may be 7. For want of 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. (b) On a written request for a request for re-application under the first sentence of the first sentence of sentence 6, point a), from the section of that list, a provision relating to the claim of an applicant`s decision of one of the following four methods (which must be made at the time of the choice of the board of directors if no change of control has taken place) is made in the concrete case. and which intervene in the election of the rightful person in the event of a change of control: (1) with a majority vote of disinterested directors, 2) by a committee of disinterested directors, appointed to the majority of disinterested directors, but less than a quorum, (3) if there are no disinterested directors or if disinterested directors do so directly, by independent counsel in a written notice to the board of directors, the copy of which is delivered to the traveller in free circulation or (4) if the disinterested directors do so directly, by independent Counsel in a written notice to the board of directors, the copy of which is delivered to the traveller in free-circulation or (4) if the disinterested directors do so directly, by independent counsel in a written notice to the board of directors, the copy of which is delivered to the traveller in free-circulation or (4) if the disinterested directors do so directly, by independent counsel in a written notice to the board of directors it is ordered by the board of directors, by the shareholders of the company.

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