Exhibit 10.1
FORM
OF
INDEMNIFICATION AGREEMENT
AGREEMENT,
effective as of November 8, 2007, between Fremont General
Corporation, a Nevada corporation (the “Company”), and
(the “Indemnitee”).
WHEREAS,
Indemnitee is a director and/or officer of the Company;
WHEREAS,
the By-laws of the Company require the Company to indemnify and
advance expenses to its directors and officers to the full extent
permitted by law and the Indemnitee has agreed to serve as a
director and/or officer of the Company in part in reliance on such
By-laws;
WHEREAS,
in recognition of Indemnitee’s reliance on the aforesaid
By-laws, and in part to provide Indemnitee with specific
contractual assurance that the protection promised by such By-laws
will be available to Indemnitee (regardless of, among other things,
any amendment to or revocation of such By-laws), the Company wishes
to provide in this Agreement for the indemnification of and the
advancing of expenses to Indemnitee to the fullest extent (whether
partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Company’s
directors’ and officers’ liability insurance policies
and fiduciary liability policies;
NOW,
THEREFORE, in consideration of the premises and of
Indemnitee’s service to the Company directly or, at its
request, another enterprise, and intending to be legally bound
hereby, the parties hereto agree as follows:
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(a) |
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Claim : any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation, whether
instituted by the Company or any other party, that Indemnitee in
good faith believes might lead to the institution of any such
action, suit or proceeding, whether civil, criminal,
administrative, investigative or other. |
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(b) |
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Expenses : include attorneys’ fees and all other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or
participate in, any Claim relating to any Indemnifiable Event. |
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(c) |
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Indemnifiable Event : any event or occurrence related to
the fact that |
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Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or any Subsidiary thereof, including,
without limitation, Fremont Investment & Loan, or is or was
serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of anything done or not done by Indemnitee
in any such capacity. |
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(d) |
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Independent Legal Counsel : an attorney or firm of
attorneys, selected in accordance with the provisions of
Section 3, who shall not have otherwise performed services for
the Company or Indemnitee within the last five years (other than
with respect to matters concerning the rights of Indemnitee under
this Agreement, or of other indemnitees under similar indemnity
agreements). |
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Basic Indemnification Arrangement . |
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(a) |
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Subject to the limitations of 12 C.F. R. 359, in the event
Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness
or other participant in, a Claim by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify
Indemnitee to the fullest extent permitted by law as soon as
practicable but in any event no later than thirty days after
written demand is presented to the Company, against any and all
Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties or amounts paid in settlement) of such
Claim. If so requested by Indemnitee, the Company shall advance
(within two business days of such request) any and all Expenses to
Indemnitee (an “Expense Advance”). |
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(b) |
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Notwithstanding the foregoing, (i) the obligations of the
Company under Section 2(a) shall be subject to the condition that
Independent Legal Counsel shall not have determined, in a written
opinion, that Indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company
to make an Expense Advance pursuant to Section 2(a) shall be
subject to the condition that, if, when and to the extent that
Independent Legal Counsel determines that Indemnitee would not be
permitted to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by Indemnitee (who hereby agrees
to reimburse the Company) for all such amounts theretofore paid;
provided , however , that if Indemnitee has commenced
or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made |
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by Independent Legal Counsel that Indemnitee would not be
permitted to be indemnified under applicable law shall not be
binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all rights
of appeal therefrom have been exhausted or lapsed). If there has
been no determination by Independent Legal Counsel or if
Independent Legal Counsel determines that Indemnitee substantively
would not be permitted to be indemnified in whole or in part under
applicable law, Indemnitee shall have the right to commence
litigation in any court in the States of California or Nevada
having subject matter jurisdiction thereof and in which venue is
proper seeking an initial determination by the court or challenging
any such determination by Independent Legal Counsel or any aspect
thereof, including the legal or factual bases therefor, and the
Company hereby consents to service of process and to appear in any
such proceeding. Any determination by Independent Legal Counsel
otherwise shall be conclusive and binding on the Company and
Indemnitee. |
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(c) |
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Notwithstanding anything in this Agreement to the contrary,
Indemnitee |
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