Indemnity Agreement Directors

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What for? The dynamics of the D-O insurance market can create a costly problem for managers and executives. The good news is that robust compensation agreements can provide an excellent solution. 4. Check compensation agreements every two years as household products. It is a mistake to rely only on the form of the compensation agreement put in place for all directors and executives when the company went public a few years ago. Things are changing, and what might be called “the protection of the status of the species” evolves over time. 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. 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. There are four points to consider when negotiating a personal compensation agreement: 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.

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