EXHIBIT 10.2
INDEMNIFICATION AGREEMENT
This Indemnification Agreement is made as of March 21, 1996 by Xxxxxx X. Xxxx
and Xxxxxx X. Xxxx, (together, "Aman and Xxxx") and Norwest Corporation
("Norwest").
WHEREAS, Norwest and Aman Collection Service, Inc. ("AMAN") intend to enter into
an Agreement and Plan of Reorganization ("Reorganization Agreement") providing
for a business combination between Norwest and AMAN in which the outstanding
shares of capital stock of AMAN will be exchanged for shares of common stock of
Norwest; and
WHEREAS, Aman and Xxxx are shareholders of AMAN and are entering into this
Indemnification Agreement to induce Norwest to enter into the Agreement and to
consummate the transaction proposed thereunder;
THEREFORE, Aman and Xxxx agree as follows:
1. Aman and Xxxx agree to indemnify and hold harmless Norwest against any and
all claims, liabilities, losses, damages or costs (including reasonable
attorneys fees and expenses) in excess of $250,000 in the aggregate,
sustained by Norwest or any of its subsidiaries or affiliates arising out
of or resulting from the breach of any of AMAN's representations or
warranties contained in the Agreement or failure to observe or perform any
covenant or other agreement in the Agreement. This Indemnification
Agreement applies to any such breach or failure, regardless of whether the
absence of such a breach or failure as of the Time of Filing was a
condition that had to be satisfied under paragraph 7 of the Reorganization
Agreement prior to the Time of Filing.
2. Any claims by Norwest for indemnity hereunder or for any claim arising
outside this Indemnification Agreement in connection with the
Reorganization Agreement must be made by giving written notice to Aman and
Xxxx at their address shown for AMAN in paragraph 13 of the Reorganization
Agreement no later than 60 days after discovery thereof by Norwest but,
except for claims relating to unpaid taxes relating to tax years for which
the statute of limitations has not expired, in no event later than three
years after the Effective Date of Merger (as defined in the Reorganization
Agreement). Except as to any claims as to which Norwest has given notice in
accordance with this paragraph, this Indemnification Agreement and
Norwest's right to bring any claim against Aman and Xxxx in connection with
the Reorganization Agreement will terminate at the expiration of such three
year period.
3. (a) Whenever any claim shall arise for indemnification hereunder, Norwest
shall, in accordance with this Indemnification Agreement, notify Aman
and Xxxx in writing of the claim, and when known, the facts
constituting the basis for such claim. The notice to Aman and Xxxx
shall specify, if known, the amount or an estimate of the amount of
the liability arising therefrom. Norwest shall not settle or
compromise any claim by a third
party for which it is entitled to indemnification hereunder without
the prior written consent of Aman and Xxxx (which consent shall not be
unreasonably withheld or delayed), unless suit shall have been
instituted against Norwest or any of its subsidiaries and Aman and
Xxxx shall not have taken control of such suit after notification
thereof as provided in Subsection 3(b) below.
(b) Norwest shall use its best efforts to defend against, resist, settle
or otherwise dispose of any claim by a third party giving rise to
indemnification hereunder in such manner as Norwest may deem
appropriate, except that Aman and Xxxx, in their sole discretion, take
over the conduct of the defense and disposition of such claim at their
own expense subject to Norwest's right to monitor the claim and
consult with respect thereto.
4. The liability of Aman and Xxxx hereunder shall be joint and several in each
and every particular and this Indemnification Agreement shall be fully
binding upon and enforceable against either Aman or Xxxx or both them.
Provided, however, the liability of each shall not exceed the value of the
Norwest Common Stock, as of close of trading on the Effective Date of the
Merger, that each received in connection with the Merger. This
Indemnification Agreement is Norwest's exclusive remedy for its claims
against Aman and Xxxx described in paragraph 1 hereof.
5. This Indemnification Agreement shall be effective as of the Effective Time
of the Merger and shall be binding upon and inure to the benefit of the
parties hereto and their heirs, representatives, successors and assigns.
6. This Agreement shall be governed by the laws of the State of Minnesota.
7. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute but one instrument.
8. All capitalized terms herein have the same meaning herein as they have in
the Reorganization Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as of the date and year first above written.
/s/ Xxxxxx X. Xxxx NORWEST CORPORATION
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Xxxxxx X. Xxxx
By: /s/ Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxx -----------------
------------------ Title: Executive Vice President
Xxxxxx X. Xxxx ------------------------
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