Posted by on 4. Dezember 2020

found that such an objection was unfounded. If, within twenty days of filing a written claim for compensation pursuant to Section 6, Point a), a portion of the independent legal assistance has not been selected and has not been challenged: either the company or the free guide can apply to the Delaware Court of Chancery, or any other competent jurisdiction, to rule on any objection to the company`s choice of independent counsel and/or the appointment of a person appointed by the Tribunal or another person, such as the Tribunal, as independent legal counsel or to the person against whom all objections have been tried, or to the person who has been appointed as an independent lawyer. The entity must pay all reasonable expenses and expenses incurred by such an independent consultant in the section 6 (b) action and the entity pays all reasonable costs and expenses that are borne by the proceedings in this section 6 (c), regardless of how this independent consultant was selected or appointed. (c) Where the right to exemption is to be established by an independent lawyer in accordance with Section 6, Point b), independent legal assistance is chosen in accordance with this section 6, point c). Independent legal assistance is chosen by the Board of Directors in the absence of a change of control. The independent board is chosen by the exemption advisor in the event of a change of control. In both cases, the undemoplyned party may make a written objection to the selection within 10 days of such a written notice of the company or compensation, as appropriate; However, provided that such an objection can only be invoked on the basis that the independent legal assistance thus chosen does not meet the requirements of „independent legal assistance“ within the meaning of Section 13 of this agreement, and that the objection specifies the actual basis of that allegation in a particular way. In the absence of a proper and timely objection, the elected person acts as an independent counsel. Where a written objection is made and reasoned, the chosen independent counsel can only act as an independent counsel if that decision is withdrawn or if a court has 9. Change of order. In the event of a change in PepsiCo`s control (as defined below), the following purchaser or nominee (the „successor“) may not in any way reduce or restrict the director`s compensation rights immediately prior to this change in control; if these rights are in effect under this agreement or on the basis of another agreement, a resolution of PepsiCo shareholders or board of directors, a provision of the resuscration of the statutes or pepsiCo`s statutes, or a status or status or rule of law providing for compensation.

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 rights or voting rights by a natural or legal person or group of persons or entities: who act together (a „person“), (ii) the acquisition of 20% or more of the voting rights or shares of PepsiCo entitled to vote by a person of direct or indirect economic property and the subsequent election of the majority of PepsiCo`s board members who, in the two-year period immediately preceding their election, did not sit on the Board of Directors; (iii) a transfer of all or most of PepsiCo`s assets to another person who is not wholly owned by PepsiCo , or (iv) merge or consolidate PepsiCo with another company if, as a result of such a merger and consolidation, less than 60% of the outstanding non-voting securities of the surviving company or as a result are held by PepsiC shareholders immediately prior to the merger or consolidation