EXHIBIT
10.20
INDEMNIFICATION AGREEMENT
This
INDEMNIFICATION AGREEMENT is made and entered into as of the
day of
, by and between PepsiCo, Inc., a North Carolina corporation
(“PepsiCo”), and
, a member of PepsiCo’s Board of Directors (the
“Director”).
WHEREAS, PepsiCo and the Director each recognize the ongoing and
substantial risk of litigation and other claims being asserted
against directors of public companies; and
WHEREAS, in recognition of the need for protection against such
litigation and claims to facilitate the Director’s continued
effective service to PepsiCo, PepsiCo desires to provide for the
indemnification, advancement, reimbursement and insurance of
certain liabilities and expenses of the Director, to the full
extent permitted by law;
NOW,
THEREFORE, in consideration of these premises and of the
Director’s continuation of service to PepsiCo, the parties
hereto agree as follows:
1.
Indemnification Against Liability . The Director shall be
indemnified and held harmless by PepsiCo, to the full extent
permitted by law, against any and all liabilities and assessments
arising out of or related to any threatened, pending or completed
action, suit, proceeding, inquiry or investigation, whether civil,
criminal, administrative, or other (each being hereinafter referred
to as an “Action”), including, but not limited to,
judgments, fines, penalties and amounts paid in settlement (whether
with or
without court
approval), and any interest, assessments, excise taxes or other
charges paid or payable in connection with or in respect of any of
the foregoing (each such liability and assessment being hereinafter
referred to as a “Liability”), incurred by the Director
and arising out of his status as a director or member of a
committee of the Board of Directors of PepsiCo, or by reason of
anything done or not done by the Director in such capacities.
2.
Indemnification Against Expense . The Director shall also be
indemnified and held harmless by PepsiCo, to the full extent
permitted by law, against any and all attorneys’ fees and
other costs, expenses and obligations, and any interest,
assessments, excise taxes or other charges paid or payable in
connection with or in respect of any of the foregoing (each such
expense being hereinafter referred to as an “Expense”)
arising out of or relating to any Action, including expenses
incurred by a Director:
(a) in connection with investigating, defending, being a witness or
participating in, or preparing to defend, be a witness or
participate in, any Action (other than an Action commenced by the
Director against another party, except as provided in Section 2(b)
below) or any appeal of an Action; or
(b) in connection with any claim asserted or action brought by the
Director for (i) payment or indemnification of Liabilities or
Expenses or advance payment of Expenses by PepsiCo under this
Agreement, or pursuant to any other agreement, any resolution of
PepsiCo’s shareholders or Board of Directors, any provision
of PepsiCo’s Restated Articles of Incorporation or By-Laws,
or any statute or rule of law providing for indemnification, now or
hereafter in effect, relating to any Action, or for specific
performance pursuant to Section 19 hereof, and/or (ii) recovery
under any directors’ and officers’ liability insurance
policy or policies maintained by PepsiCo, regardless of whether the
Director is ultimately determined to be entitled to such payment,
indemnification, advance, or insurance recovery, as the case may
be.
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3.
Exception for Certain Conduct . PepsiCo shall not be liable
under this Agreement for payment of any Liability or Expense
incurred by the Director on account of acts which, at the time
taken, were known or believed by the Director to be clearly in
conflict with PepsiCo’s best interests.
4.
Partial Indemnification . If the Director is entitled under
this Agreement to payment for some or a portion of any Liability or
Expense relating to an Action, but not for the total amount
thereof, PepsiCo shall nevertheless pay the Director for the
portion thereof to which he or she is entitled.
5.
Advances . PepsiCo shall pay any and all Expenses incurred
by the Director in connection with any Action, whether or not the
Action has been finally disposed of (an “Advance”),
within five days after receipt by PepsiCo of an appropriate request
therefor from the Director, provided, however , that
PepsiCo shall not make such an Advance unless and until it has
received an undertaking by or on behalf of the Director to repay
such Advance unless it shall be determined that the Director is
entitled to be indemnified by PepsiCo against such Expenses.
6.
Demand and Final Payment . Final payments of Liabilities and
Expenses provided for herein shall be made by PepsiCo no later than
thirty days after receipt of a written request therefor by or on
behalf of the Director, and the Director shall be deemed to be
entitled to indemnification against and payment of such Liabilities
and Expenses unless a determination is made within said thirty-day
period by (i) a majority vote of a quorum of PepsiCo’s Board
of Directors, consisting of disinterested directors who are not
parties to the Action giving rise to the demand, (ii) if such a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by majority vote of
PepsiCo’s shareholders, that the Director has not met the
standard of conduct for
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indemnification set
forth in Section 3 of this Agreement. The Director may contest a
determination that he or she is not entitled to indemnification by
petitioning a court to make an independent determination with
respect to the Director’s right to indemnification
hereunder.
7.
Failure to Indemnify . If a claim for payment of any
Liability, Expense or Advance under this Agreement, or pursuant to
any o
