{"id":40830,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnity-agreement-fleetwood-enterprises-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnity-agreement-fleetwood-enterprises-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnity-agreement-fleetwood-enterprises-inc.html","title":{"rendered":"Indemnity Agreement &#8211; Fleetwood Enterprises Inc."},"content":{"rendered":"<pre>                               INDEMNITY AGREEMENT\n\n\n         This agreement is made as of the ___ day of __________, 2000, between\nFleetwood Enterprises, Inc., a Delaware corporation (the \"Corporation\"), and the\nundersigned (\"Agent\"), with reference to the following facts:\n\n                                    RECITALS\n\n         A. The Agent is currently serving as an Director of the Corporation and\nthe Corporation wishes the Agent to continue in such capacity. The Agent is\nwilling under certain cirumstances, to continue in such capacity.\n\n         B. The Corporation and the Agent are of the belief that the indemnities\navailable under the Corporation's bylaws and available insurance may not be\nadequate to protect the Agent against the risks associated with the Agent's\nservice to the Corporation.\n\n                                    AGREEMENT\n\n         In order to induce the Agent to continue to serve as an Director of the\nCorporation and in consideration for his continued service, the Corporation\nhereby agrees to indemnify the Agent as follows:\n\n         1. The Corporation will pay on behalf of the Agent, and his executors,\nadministrators or assigns, any amount which he is or becomes legally obligated\nto pay because of any claim or claims made against him because of any act or\nomission or neglect or breach of duty, including any actual or alleged error or\nmisstatement or misleading statement, which he commits or suffers while acting\nin his capacity as an Director of the Corporation and solely because of his\nbeing an Director. The payments which the Corporation will be obligated to make\nhereunder shall include, inter alia, damages, judgments, settlements and costs,\ncost of investigation (excluding salaries of officers and employees of the\nCorporation) and costs of defense of legal actions, claims or proceedings and\nappeals therefrom, and costs of attachment or similar bonds; provided however,\nthat the Corporation shall not be obligated to pay fines or obligations or fees\nimposed by law or otherwise make any payments hereunder which it is prohibited\nby applicable law from paying as indemnity or for any other reason.\n\n\n         2. If a Claim under this Agreement is not paid by the Corporation, or\non its behalf, within ninety days after a written claim has been received by the\nCorporation, the claimant may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim and if successful in whole\nor in part, the claimant shall be entitled to be paid also the expense of\nprosecuting such claim.\n\n         3. In the event of payment under this Agreement, the Corporation shall\nbe subrogated to the extent of such payment to all of the rights of recovery of\nthe Agent, who shall execute all papers required and shall do everything that\nmay be necessary to \n\n\n\nsecure such rights, including the execution of such documents necessary to\nenable the Corporation effectively to bring suit to enforce such rights.\n\n         4. The Corporation shall not be liable under this Agreement to make any\npayment in connection with any claim made against the Agent:\n\n           (a) for which payment is actually made to the Agent under a valid and\ncollective insurance policy, except in respect of any excess beyond the amount\nof payment under such insurance;\n\n           (b) for which the Agent is entitled to indemnity and\/or payment by\nreason of having given notice of any circumstance which might give rise to a\nclaim under any policy of insurance, the terms of which have expired prior to\nthe effective date of this Agreement;\n\n           (c) for which the Agent is indemnified by the Corporation otherwise\nthan pursuant to this Agreement;\n\n           (d) based upon or attributable to the Agent gaining in fact any\npersonal profit or advantage to which he was not legally entitled;\n\n           (e) for an accounting of profits made from the purchase or sale by \nthe Agent of securities of the Corporation within the meaning of Section 16(b)\nof the Securities Exchange Act of 1934 and amendments thereto or similar\nprovisions of any state statutory law or common law; or\n\n           (f) brought about or contributed to by the dishonesty of the Agent\nseeking payment hereunder; however, notwithstanding the foregoing, the Agent\nshall be protected under this Agreement as to any claims upon which suit may be\nbrought against him by reason of any alleged dishonesty on his part, unless a\njudgment or other final adjudication thereof adverse to the Agent shall\nestablish that he committed (i) acts of active and deliberate dishonesty (ii)\nwith actual dishonest purpose and intent, which acts were material to the cause\nof action so adjudicated.\n\n         5. No costs, charges or expense for which indemnity shall be sought\nhereunder shall be incurred without the Corporation's consent, which consent\nshall not be unreasonably withheld.\n\n         6. The Agent, as a condition precedent to his right to be indemnified\nunder this Agreement, shall give to the Corporation notice in writing as soon as\npracticable of any claim made against him for which indemnity will or could be\nsought under this Agreement. Notice to the Corporation shall be directed to the\nCorporation at its Corporate Headquarters, attention: The Corporate Secretary\n(or such address as to the Corporation shall designate in writing to the Agent);\nnotice shall be deemed received if sent by prepaid mail properly addressed, the\ndate of such notice being the date postmarked. In addition, the Agent shall give\nthe Corporation such information and cooperation as it may reasonably require\nand as shall be within the Agent's power.\n\n         7. Costs and expenses (including attorney's fees) incurred by the Agent\nin defending or investigating any action, suit, proceeding or investigation\nshall be paid by \n\n\n\nthe Corporation in advance of the final disposition of such matter, if the Agent\nshall undertake in writing to repay any such advances in the event that it is\nultimately determined that the Agent is not entitled to indemnification under\nthe terms of this Agreement. Notwithstanding the foregoing or any other\nprovision of this Agreement, no advance shall be made by the Corporation if a\ndetermination is reasonably and promptly made by the board of directors by a\nmajority vote of a quorum of disinterested directors, or ( if such a quorum is\nnot obtainable or, even if obtainable, a quorum of disinterested directors so\ndirects) by independent legal counsel, that, based upon the facts known to the\nboard or counsel at the time such determination is made, (a) the Agent acted in\nbad faith or deliberately breached his duty to the corporation or its\nstockholders, and (b) as a result of such actions by the Agent, it is more\nlikely than not that it will ultimately be determined that the Agent is not\nentitled to indemnification under the terms of this Agreement.\n\n         8. Nothing herein shall be deemed to diminish or otherwise restrict the\nAgent's right to indemnification under any provision of the certificate of\nincorporation or bylaws of the Corporation or under Delaware law.\n\n         9. This Agreement shall be governed by and construed in accordance with\nDelaware law.\n\n          10. This Agreement shall be binding upon all successors and assigns of\nthe Corporation (including any transferee of all or substantially all of its\nassets and any successor by merger or operation of law) and shall inure to the\nbenefit of the heirs, personal representatives and estate of the Agent.\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and signed as of the day and year first above written.\n\n\n                                    FLEETWOOD ENTERPRISES, INC.\n\n\n\n                                    By:\n                                       --------------------------------\n\n\n\n\n                                     ----------------------------------\n                                      Agent,\n\n\n\n\n                               INDEMNITY AGREEMENT\n\n\n         This agreement is made as of the ____ day of _________l, 2001, between\nFleetwood Enterprises, Inc., a Delaware corporation (the \"Corporation\"), and the\nundersigned (\"Agent\"), with reference to the following facts:\n\n                                    RECITALS\n\n         A. The Agent is currently serving as an Officer of the Corporation and\nthe Corporation wishes the Agent to continue in such capacity. The Agent is\nwilling under certain cirumstances, to continue in such capacity.\n\n         B. The Corporation and the Agent are of the belief that the indemnities\navailable under the Corporation's bylaws and available insurance may not be\nadequate to protect the Agent against the risks associated with the Agent's\nservice to the Corporation.\n\n                                    AGREEMENT\n\n         In order to induce the Agent to continue to serve as an Officer of the\nCorporation and in consideration for his continued service, the Corporation\nhereby agrees to indemnify the Agent as follows:\n\n         1. The Corporation will pay on behalf of the Agent, and his executors,\nadministrators or assigns, any amount which he is or becomes legally obligated\nto pay because of any claim or claims made against him because of any act or\nomission or neglect or breach of duty, including any actual or alleged error or\nmisstatement or misleading statement, which he commits or suffers while acting\nin his capacity as an Officer of the Corporation and solely because of his being\nan Officer. The payments which the Corporation will be obligated to make\nhereunder shall include, inter alia, damages, judgments, settlements and costs,\ncost of investigation (excluding salaries of officers or employees of the\nCorporation) and costs of defense of legal actions, claims or proceedings and\nappeals therefrom, and costs of attachment or similar bonds; provided however,\nthat the Corporation shall not be obligated to pay fines or obligations or fees\nimposed by law or otherwise make any payments hereunder which it is prohibited\nby applicable law from paying as indemnity or for any other reason.\n\n\n         2. If a Claim under this Agreement is not paid by the Corporation, or\non its behalf, within ninety days after a written claim has been received by the\nCorporation, the claimant may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim and if successful in whole\nor in part, the claimant shall be entitled to be paid also the expense of\nprosecuting such claim.\n\n         3. In the event of payment under this Agreement, the Corporation shall\nbe subrogated to the extent of such payment to all of the rights of recovery of\nthe Agent, who shall execute all papers required and shall do everything that\nmay be necessary to \n\n\n\nsecure such rights, including the execution of such documents necessary to\nenable the Corporation effectively to bring suit to enforce such rights.\n\n         4. The Corporation shall not be liable under this Agreement to make any\npayment in connection with any claim made against the Agent:\n\n           (a) for which payment is actually made to the Agent under a valid and\ncollective insurance policy, except in respect of any excess beyond the amount\nof payment under such insurance;\n\n           (b) for which the Agent is entitled to indemnity and\/or payment by\nreason of having given notice of any circumstance which might give rise to a\nclaim under any policy of insurance, the terms of which have expired prior to\nthe effective date of this Agreement;\n\n           (c) for which the Agent is indemnified by the Corporation otherwise\nthan pursuant to this Agreement;\n\n           (d) based upon or attributable to the Agent gaining in fact any\npersonal profit or advantage to which he was not legally entitled;\n\n           (e) for an accounting of profits made from the purchase or sale by \nthe Agent of securities of the Corporation within the meaning of Section 16(b) \nof the Securities Exchange Act of 1934 and amendments thereto or similar \nprovisions of any state statutory law or common law; or\n\n           (f) brought about or contributed to by the dishonesty of the Agent\nseeking payment hereunder; however, notwithstanding the foregoing, the Agent\nshall be protected under this Agreement as to any claims upon which suit may be\nbrought against him by reason of any alleged dishonesty on his part, unless a\njudgment or other final adjudication thereof adverse to the Agent shall\nestablish that he committed (i) acts of active and deliberate dishonesty (ii)\nwith actual dishonest purpose and intent, which acts were material to the cause\nof action so adjudicated.\n\n         5. No costs, charges or expense for which indemnity shall be sought\nhereunder shall be incurred without the Corporation's consent, which consent\nshall not be unreasonably withheld.\n\n         6. The Agent, as a condition precedent to his right to be indemnified\nunder this Agreement, shall give to the Corporation notice in writing as soon as\npracticable of any claim made against him for which indemnity will or could be\nsought under this Agreement. Notice to the Corporation shall be directed to the\nCorporation at its Corporate Headquarters, attention: The Corporate Secretary\n(or such address as to the Corporation shall designate in writing to the Agent);\nnotice shall be deemed received if sent by prepaid mail properly addressed, the\ndate of such notice being the date postmarked. In addition, the Agent shall give\nthe Corporation such information and cooperation as it may reasonably require\nand as shall be within the Agent's power.\n\n         7. Costs and expenses (including attorney's fees) incurred by the Agent\nin defending or investigating any action, suit, proceeding or investigation\nshall be paid by \n\n\n\nthe Corporation in advance of the final disposition of such matter, if the Agent\nshall undertake in writing to repay any such advances in the event that it is\nultimately determined that the Agent is not entitled to indemnification under\nthe terms of this Agreement. Notwithstanding the foregoing or any other\nprovision of this Agreement, no advance shall be made by the Corporation if a\ndetermination is reasonably and promptly made by the board of directors by a\nmajority vote of a quorum of disinterested directors, or ( if such a quorum is\nnot obtainable or, even if obtainable, a quorum of disinterested directors so\ndirects) by independent legal counsel, that, based upon the facts known to the\nboard or counsel at the time such determination is made, (a) the Agent acted in\nbad faith or deliberately breached his duty to the corporation or its\nstockholders, and (b) as a result of such actions by the Agent, it is more\nlikely than not that it will ultimately be determined that the Agent is not\nentitled to indemnification under the terms of this Agreement.\n\n         8. Nothing herein shall be deemed to diminish or otherwise restrict the\nAgent's right to indemnification under any provision of the certificate of\nincorporation or bylaws of the Corporation or under Delaware law.\n\n         9. This Agreement shall be governed by and construed in accordance with\nDelaware law.\n\n         10. This Agreement shall be binding upon all successors and assigns of\nthe Corporation (including any transferee of all or substantially all of its\nassets and any successor by merger or operation of law) and shall inure to the\nbenefit of the heirs, personal representatives and estate of the Agent.\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and signed as of the day and year first above written.\n\n\n                                    FLEETWOOD ENTERPRISES, INC.\n\n\n\n                                    By:\n                                       ---------------------------------\n\n\n\n\n                                     -----------------------------------\n                                      Agent\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7546],"corporate_contracts_industries":[9391],"corporate_contracts_types":[9553,9557],"class_list":["post-40830","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetwood-enterprises-inc","corporate_contracts_industries-autos__rvs","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40830","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40830"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40830"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40830"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40830"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}