Common use of Indemnification and Directors and Officers Liability Insurance Clause in Contracts

Indemnification and Directors and Officers Liability Insurance. Flagstar shall, to the fullest extent permitted by applicable law, indemnify Executive with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of Flagstar or other entity) by reason of the fact that Executive is or was a director or officer of Flagstar or of any subsidiary of Flagstar or is or was serving at the request of Flagstar as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses, (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts Flagstar will advance to Executive as the same are incurred; however, Executive shall repay any expenses paid or reimbursed by Flagstar if it is ultimately determined by order of a court of competent jurisdiction (without further right of appeal) that Executive is not legally entitled to be indemnified by Flagstar. If applicable law requires that the Board or the board of directors of the Bank, as applicable, make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, Flagstar shall use its commercially reasonable best efforts to cause the investigation to be made (at Flagstar's expense) and to have the Board reach a determination as soon as reasonably possible. During the Employment Term, Flagstar shall maintain directors and officers liability insurance with coverage limits of at least the amount in effect on the date hereof. Flagstar’s obligations to indemnify Executive and to advance or reimburse expenses provided by this Section shall continue after the termination of this Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwise.

Indemnification and Directors and Officers Liability Insurance. Flagstar The Company shall, to the fullest extent permitted by applicable law, indemnify Executive with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of Flagstar the Company or other entity) by reason of the fact that Executive is or was a director or officer of Flagstar the Company or of any subsidiary of Flagstar the Company or is or was serving at the request of Flagstar the Company as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses, (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts Flagstar the Company will advance to Executive as the same are incurred; however, Executive shall repay any expenses paid or reimbursed by Flagstar the Company if it is ultimately determined by order of a court of competent jurisdiction (without further right of appeal) that Executive is not legally entitled to be indemnified by Flagstarthe Company. If applicable law requires that the Board or the board of directors of the Bank, as applicable, make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, Flagstar the Company shall use its commercially reasonable best efforts to cause the investigation to be made (at Flagstar's the Company’s expense) and to have the Board reach a determination as soon as reasonably possible. During the Employment Term, Flagstar the Company shall maintain directors and officers liability insurance with coverage limits of at least the amount in effect on the date hereof. FlagstarThe Company’s obligations to indemnify Executive and to advance or reimburse expenses provided by this Section shall continue after the termination of this Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwise.

Indemnification and Directors and Officers Liability Insurance. Flagstar shall19.1. The Company agrees that if Executive is made a party, or is threatened to be made a party, to the fullest extent permitted by applicable law, indemnify Executive with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such actiona "Proceeding"), suit or proceeding arises or arose by or in the right of Flagstar or other entity) by reason of the fact that Executive he is or was a director director, officer or officer employee of Flagstar or of any subsidiary of Flagstar the Company or is or was serving at the request of Flagstar the Company as a director, officer, employeemember, general partner, employee or agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (enterprise, including service with respect to employee benefit plansplans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")), whether or not the basis of such Proceeding is Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's articles of incorporation or bylaws or resolutions of the Company's Board of Directors or, if greater, by the laws of the State of Delaware, against expensesall cost, expense, liability and loss (including, but not limited towithout limitation, attorneys’ fees and costs)' fees, judgments, fines (including fines, ERISA excise taxes assessed on a person with respect to any employee benefit plan) or other liabilities or penalties and amounts paid or to be paid in settlement actually and settlement) reasonably incurred or suffered by Executive in connection therewith, and such director indemnification shall continue as to Executive even if he has ceased to be a director, officer, member, employee or officer agent of the Company or other entity and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that this Paragraph shall not apply to any excise taxes imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended. The Company shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 calendar days after receipt by the Company of a written request for such actionadvance, suit or proceeding, which amounts Flagstar will advance subject to Executive as reasonably cooperating with the same are incurred; however, Company in connection with any such Proceeding. Such request shall include an undertaking by Executive shall to repay any expenses paid or reimbursed by Flagstar the amount of such advance if it is shall ultimately be determined by order of a court of competent jurisdiction (without further right of appeal) that Executive he is not legally entitled to be indemnified by Flagstar. If applicable law requires that the Board or the board of directors of the Bank, as applicable, make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, Flagstar shall use its commercially reasonable best efforts to cause the investigation to be made (at Flagstar's expense) against such costs and to have the Board reach a determination as soon as reasonably possible. During the Employment Term, Flagstar shall maintain directors and officers liability insurance with coverage limits of at least the amount in effect on the date hereof. Flagstar’s obligations to indemnify Executive and to advance or reimburse expenses provided by this Section shall continue after the termination of this Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwiseexpenses.