INDEMNIFICATION
AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is
entered into effective as of February 24, 2009, between
Nordstrom, Inc. , a Washington corporation (the
“Company”), and ___, a director of the Company
(“Indemnitee”).
A. Indemnitee
is a director of the Company and in such capacity is performing
valuable services for the Company.
B. The
Company’s directors have certain existing indemnification
arrangements pursuant to the Bylaws of the Company
(“Bylaws”) and may be entitled to indemnification
pursuant to the Washington Business Corporation Act (the
“Statute”). Nevertheless, the Board of Directors of the
Company (the “Board”) recognizes the limitations on the
protection provided by such indemnification and the uncertainties
as to its availability in any particular situation.
C. The Bylaws
specifically provide that the indemnification arrangements provided
thereunder are not exclusive, and that contracts may be entered
into between the Company and the members of its Board with respect
to indemnification of such directors.
D. The
Company has determined that it is reasonable and prudent for the
Company to minimize any uncertainty regarding the availability of
indemnification protections and that in order to facilitate the
Company’s ability to attract and retain qualified individuals
to serve as directors, the Company should act to assure such
persons that there will be increased certainty of such protection
in the future so that the Company’s directors are able to
continue to serve free from undue concern that they will not be
adequately protected.
E. This
Agreement is a supplement to and in furtherance of the Bylaws and
any resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.
F. In order
to induce Indemnitee to serve or to continue to serve as a director
of the Company, the Company has agreed to enter into this Agreement
with Indemnitee.
NOW,
THEREFORE , in consideration of the recitals above, the mutual
covenants and agreements set forth in this Agreement, and
Indemnitee’s service as a director after the date hereof, the
Company and Indemnitee agree as follows:
a.
Scope. The Company agrees to hold harmless and indemnify
(and shall also advance expenses as incurred to the full extent
permitted by law and as set forth herein) Indemnitee to the fullest
extent permitted by law against any Damages (as defined in
Section 1(d)) incurred by Indemnitee with respect to any
Proceeding (as defined in Section 1(e))
to which
Indemnitee is or is threatened to be made a party or witness,
notwithstanding that such indemnification is not specifically
authorized by this Agreement, the Company’s Articles of
Incorporation (“Articles”) or Bylaws, the Statute or
otherwise. Such right to indemnification shall be without regard to
the limitations in RCW 23B.08.510 through 23B.08.550;
provided, however , that Indemnitee shall have no
right to indemnification on account of (i) acts or omissions
of Indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law; (ii) conduct of Indemnitee finally
adjudged to be in violation of RCW 23B.08.310; or (iii) any
transaction with respect to which it is finally adjudged that
Indemnitee personally received a benefit in money, property or
services to which Indemnitee was not legally entitled. To the
extent not prohibited by applicable law, the indemnification shall
apply without regard to negligent acts or omissions by Indemnitee.
In the event of any change, after the date of this Agreement, in
any applicable law, statute or rule regarding the right of a
Washington corporation to indemnify a member of its board of
directors, such changes, to the extent that they would expand
Indemnitee’s rights hereunder, shall be within the scope of
Indemnitee’s rights and the Company’s obligations
hereunder, and to the extent that they would narrow
Indemnitee’s rights hereunder, shall be excluded from this
Agreement; provided, however , that any change
that is required by applicable laws, statutes or rules to be
applied to this Agreement shall be so applied regardless of whether
the effect of such change is to narrow Indemnitee’s rights
hereunder.
To the extent
that Indemnitee is a party to (or a participant in) and is
successful, on the merits or otherwise, in the defense of any
Proceeding or any claim, issue or matter therein, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in
connection therewith. If Indemnitee is successful, on the merits or
otherwise, as to one or more but fewer than all claims, issues or
matters in any Proceeding, the Company shall indemnify Indemnitee
against all expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter and any claim, issue
or matter related to each such successfully resolved claim, issue
or matter to the fullest extent permitted by law. For purposes of
this Section 1 and without limitation, the termination of any
Proceeding or any claim, issue or matter in a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Proceeding, claim, issue or matter. To
the extent that Indemnitee is, by reason of Indemnitee’s
corporate status, a witness in any Proceeding to which Indemnitee
is not a party, Indemnitee shall be indemnified to the fullest
extent permitted by applicable law against all expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.
b.
Nonexclusivity. The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which
Indemnitee may be entitled under the Company’s Articles or
Bylaws, any vote of shareholders or disinterested directors, the
Statute or otherwise, whether as to actions or omissions by
Indemnitee in Indemnitee’s official capacity or
otherwise.
c.
Included Coverage. If Indemnitee is made a party (or is
threatened to be made a party) to, or is otherwise involved
(including, but not limited to, as a witness) in any Proceeding,
the Company shall hold harmless and indemnify Indemnitee from and
against any and all losses, claims, damages, costs, expenses and
liabilities actually and reasonably incurred in connection with
investigating, defending, being a witness in, participating in or
otherwise being involved in (including on appeal), or preparing to
defend, be a witness in, participate in or
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otherwise be
involved in (including on appeal), such Proceeding, including but
not limited to attorneys’ fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid in settlement, any federal,
state, local or foreign taxes imposed on Indemnitee as a result of
the actual or deemed receipt of any payments pursuant to this
Agreement, and other expenses (collectively,
“Damages”), including all interest, assessments or
charges paid or payable in connection with or in respect of such
Damages.
d.
Definition of Proceeding. For purposes of this Agreement,
“Proceeding” shall mean any actual, pending, threatened
or completed action, suit, claim, investigation, hearing or
proceeding (whether civil, criminal, administrative or
investigative and whether formal or informal) in which Indemnitee
is, has been or becomes involved based in whole or in part on or
arising out of the fact that Indemnitee is or has been a director,
officer, member of a committee of the Board, employee or agent of
the Company or that, being or having been such a director, officer,
member of a committee of the Board, employee or agent, Indemnitee
is or was serving at the request of the Company as a director,
officer, employee, trustee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise
(collectively, a “Related Company”), including but not
limited to service with respect to any employee benefit plan,
whether the basis of such action, suit, claim, investigation,
hearing or proceeding is alleged action or omission by Indemnitee
in an official capacity as a director, officer, employee, trustee
or agent or in any other capacity while serving as a director,
officer, employee, trustee or agent; provided,
however , that, except with respect to an action to
enforce this Agreement, “Proceeding” shall not include
any action, suit, claim, investigation, hearing or proceeding
instituted by or at the direction of Indemnitee unless such action,
suit, claim, investigation, hearing or proceeding is or was
authorized by the Board.
e.
Notification. Promptly after receipt by Indemnitee of notice
of the commencement of any Proceeding, Indemnitee will, if a claim
in respect thereof is to be made against the Company under this
Agreement, notify the Company of the commencement thereof (which
notice shall be in the form of Exhibit A hereto);
provided, however , that failure to so notify
the Company will relieve the Company from any liability that it may
otherwise have to Indemnitee under this Agreement only if and to
the extent that such failure can be shown to have prejudiced the
Company’s ability to defend the Proceeding.
f.
Determination of Entitlement.
i.
Upon the final disposition of the matter that is the subject of the
request for indemnification, a determination shall be made with
respect to Indemnitee’s entitlement thereto in the specific
case. If a Change in Control shall not have occurred, the
determination shall be made by: (A) a majority vote of a
quorum consisting of directors not at the time parties to the
proceeding; (B) a majority vote of a committee (duly
designated by the Board) consisting solely of two or more directors
not at the time parties to the proceeding (even though less than a
quorum of the Board); (C) by Special Legal Counsel; or
(D) if so directed by the Board, by the shareholders of the
Company. If a Change in Control shall have occurred, the
determination shall be made by Special Legal Counsel. Any
determination made by Special Legal Counsel pursuant to this
Section shall be in the form of a written opinion to the Board, a
copy of which shall be delivered to Indemnitee. Indemnitee shall
reasonably cooperate with the person or persons making the
determination, including providing to the person or persons
upon
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reasonable
advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to the
determination. Any costs or expenses (including fees and expenses
of counsel) incurred by Indemnitee in so cooperating with the
person or persons making the determination shall be borne by the
Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification), and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom.
ii. In
making any determination as to Indemnitee’s entitlement to
indemnification hereunder, Indemnitee shall, to the fullest extent
not prohibited by law, be entitled to a presumption that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with
Section 1(e), and the Company shall, to the fullest extent not
prohibited by law, have the burdens of coming forward with evidence
and of persuasion to overcome that presumption.
iii. The
termination of any Proceeding or of any claim, issue or matter
therein by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption: (A) that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company; (B) that with
respect to any criminal Proceeding, Indemnitee had reasonable cause
to believe that Indemnitee’s conduct was unlawful; or
(C) that Indemnitee did not otherwise satisfy the applicable
standard of conduct to be indemnified pursuant to this
Agreement.
iv. For
purposes of any determination of good faith, to the fullest extent
permitted by law, Indemnitee shall be deemed to have acted in good
faith if Indemnitee’s action is based on the records or books
of account of the Company, as applicable, including financial
statements, or on information supplied to Indemnitee by the
officers of such entity in the course of their duties, or on the
advice of legal counsel for such entity or on information or
records given or reports made to such entity by an independent
certified public accountant, appraiser or other expert selected
with reasonable care by such entity. The provisions of this
Section 1(f)(iv) shall not be deemed to be exclusive or to
limit in any way other circumstances in which Indemnitee may be
deemed or found to have met the applicable standard of conduct to
be indemnified pursuant to this Agreement.
v. The
knowledge or actions or failure to act of any other director,
officer, employee or agent of the Company shall not be imputed to
Indemnitee for purposes of determining Indemnitee’s right to
indemnification under this Agreement.
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