Form of Pepsico, Inc. Director Indemnification Agreement.

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 Direc ...