(b) in the event of any claims or claims by the Director regarding (i) the payment or compensation of liabilities or expenses or the advance of expenses by PepsiCo under this or any other agreement, a decision of PepsiCo`s shareholders or board of directors, a provision of PepsiCo`s adapted articles of association or articles of association, or a law or legal norm; that provides for compensation for a specified act or benefit, as defined in Section 19 of this Agreement, and/or (ii) recovery under directors` and senior officers` liability insurance or PepsiCo policies, whether the Director is ultimately entitled to such payment, compensation, advance or insurance claim, as the case may be. Only after the CRS has been exhausted is the insurer required to make a payment in accordance with the policy. But the director or officer, who relies exclusively on these protective measures, is himself a disservice. It should also require a separate indemnification agreement between it and the undertaking. When developing indemnification agreements, care should be taken to ensure that the agreement strikes the right balance between the interests of each director or his or her principal staff, the interests of the company, and the legal limitation periods imposed by the company`s current statute (such as the Canada Business Corporations Act and other similar provincial statutes). Below is a summary of several issues to consider when preparing a compensation agreement for directors and senior executives: while individuals may attempt to protect themselves through a written indemnification agreement, the unfortunate fact is that after time, the company is not financially able to meet its indemnification or promotion obligations. For this reason, it is absolutely essential that the company maintains a robust and expansionary D&O insurance program, so that if the company is not financially able to compensate its directors and senior executives, individuals can benefit from the insurance contract to protect themselves. Even if the company is able to meet its indemnification obligations, the insurance can finance these obligations as part of its «repayment coverage» on the basis of the «payment in the name», so that the company does not have from its pocket. In the ongoing efforts to attract highly qualified individuals to the positions of directors and senior executives, indemnification agreements for Canadian public limited companies have increasingly become a common way to complement the protection generally afforded to their directors and senior managers with directors` and senior managers` liability insurance (D&O-Versicherung) and articles of association compensation rights. . . .