Common use of Officers' and Directors' Insurance; Indemnification Clause in Contracts

Officers' and Directors' Insurance; Indemnification. (a) For six years from and after the Effective Time, HomeTrust shall maintain officers' and directors' liability insurance covering the persons who are presently covered by Jefferson's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend, on an annual basis, during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Jefferson (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if HomeTrust is unable to maintain or obtain the insurance called for by this Section 6.6(a), HomeTrust shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. At Jefferson’s option, Jefferson may, in lieu of the foregoing, (or, if requested by HomeTrust, Jefferson shall) purchase prior to the Effective Time, a prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed 450% of the current annual premium for such insurance. If such “tail” prepaid policy has been obtained by Jefferson prior to the Effective Time, HomeTrust shall cause such policy to be maintained in full force and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Company and no other party shall have any further obligation to purchase or pay for insurance hereunder. The officers and directors of Jefferson or its Subsidiaries may be required to make application and provide customary representations and warranties to HomeTrust's insurance carrier for the purpose of obtaining such insurance. (b) From and after the Effective Time, HomeTrust shall indemnify and hold harmless each person who is now, or who has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director or officer of Jefferson (each, a “Jefferson Indemnified Party”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of HomeTrust, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a “Claim”), in which a Jefferson Indemnified Party is, or is threatened to be made, a party or witness or arising out of the fact that such person is or was a director or officer of Jefferson if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent permitted under the Jefferson Charter or Jefferson Bylaws to the extent permitted by applicable law including 12 USC 1828(k) and the regulations thereunder and Regulatory Agencies. (c) In connection with the indemnification provided pursuant to Section 6.6(b), HomeTrust and/or a HomeTrust Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person or multiple indemnified persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to HomeTrust and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person (each of whom shall be entitled to enforce this Section against HomeTrust), and shall be binding on all successors and assigns of HomeTrust. (e) In the event HomeTrust or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of HomeTrust assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, HomeTrust Washington Federal shall maintain officers' and directors' liability insurance covering the persons who are presently covered by JeffersonAnchor's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend, on an annual basis, during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Jefferson Anchor (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if HomeTrust Washington Federal is unable to maintain or obtain the insurance called for by this Section 6.6(a), HomeTrust Washington Federal shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. At JeffersonAnchor’s option, Jefferson Anchor may, in lieu of the foregoing, (or, if requested by HomeTrustWashington Federal, Jefferson Anchor shall) purchase prior to the Effective Time, a 6 year prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed 450250% of the current annual premium for such insurance. If such prepaid “tail” prepaid policy has been obtained by Jefferson Anchor prior to the Effective Time, HomeTrust Washington Federal shall cause such policy to be maintained in full force and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Company and no other party shall have any further obligation to purchase or pay for insurance hereunder. The officers and directors of Jefferson Anchor or its Subsidiaries may be required to make application and provide customary representations and warranties to HomeTrustWashington Federal's insurance carrier for the purpose of obtaining such insurance. (b) From For six (6) years from and after the Effective Time, HomeTrust Washington Federal shall indemnify and hold harmless each person who is now, or who has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director or officer of Jefferson Anchor or any of its Subsidiaries (each, a an “Jefferson Anchor Indemnified Party”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of HomeTrustWashington Federal, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a “Claim”), in which a Jefferson an Anchor Indemnified Party is, or is threatened to be made, a party or witness or arising out of the fact that such person is or was a director or officer of Jefferson Anchor or any of its Subsidiaries if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent permitted under the Jefferson Charter or Jefferson Bylaws organizational documents of Anchor and its Subsidiaries and to the fullest extent otherwise permitted by applicable law including 12 USC 1828(k) and the regulations thereunder and Regulatory Agencieslaw. (c) In connection with the indemnification provided pursuant to Section 6.6(b), HomeTrust Washington Federal and/or a HomeTrust Washington Federal Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Anchor Indemnified Person to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Anchor Indemnified Person or multiple indemnified personsAnchor Indemnified Persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to HomeTrust Washington Federal and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person Anchor Indemnified Person (each of whom shall be entitled to enforce this Section against HomeTrustWashington Federal), and shall be binding on all successors and assigns of HomeTrustWashington Federal. (e) In the event HomeTrust Washington Federal or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of HomeTrust Washington Federal assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, HomeTrust Washington Federal shall maintain officers' and directors' liability insurance covering the persons who are presently covered by JeffersonAnchor's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend, on an annual basis, during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Jefferson Anchor (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if HomeTrust Washington Federal is unable to maintain or obtain the insurance called for by this Section 6.6(a), HomeTrust Washington Federal shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. At Jefferson’s Anchor's option, Jefferson Anchor may, in lieu of the foregoing, (or, if requested by HomeTrustWashington Federal, Jefferson Anchor shall) purchase prior to the Effective Time, a 6 year prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed 450250% of the current annual premium for such insurance. If such “prepaid "tail” prepaid " policy has been obtained by Jefferson Anchor prior to the Effective Time, HomeTrust Washington Federal shall cause such policy to be maintained in full force and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Company and no other party shall have any further obligation to purchase or pay for insurance hereunder. The officers and directors of Jefferson Anchor or its Subsidiaries may be required to make application and provide customary representations and warranties to HomeTrustWashington Federal's insurance carrier for the purpose of obtaining such insurance. (b) From For six (6) years from and after the Effective Time, HomeTrust Washington Federal shall indemnify and hold harmless each person who is now, or who has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director or officer of Jefferson Anchor or any of its Subsidiaries (each, a “Jefferson an "Anchor Indemnified Party”") against all losses, claims, damages, costs, expenses (including reasonable attorneys’ ' fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of HomeTrustWashington Federal, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a “"Claim”"), in which a Jefferson an Anchor Indemnified Party is, or is threatened to be made, a party or witness or arising out of the fact that such person is or was a director or officer of Jefferson Anchor or any of its Subsidiaries if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent permitted under the Jefferson Charter or Jefferson Bylaws organizational documents of Anchor and its Subsidiaries and to the fullest extent otherwise permitted by applicable law including 12 USC 1828(k) and the regulations thereunder and Regulatory Agencieslaw. (c) In connection with the indemnification provided pursuant to Section 6.6(b), HomeTrust Washington Federal and/or a HomeTrust Washington Federal Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Anchor Indemnified Person to the fullest extent permitted by law and Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Anchor Indemnified Person or multiple indemnified personsAnchor Indemnified Persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to HomeTrust Washington Federal and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person Anchor Indemnified Person (each of whom shall be entitled to enforce this Section against HomeTrustWashington Federal), and shall be binding on all successors and assigns of HomeTrustWashington Federal. (e) In the event HomeTrust Washington Federal or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of HomeTrust Washington Federal assume the obligations set forth in this Section 6.6.