FORM OF INDEMNIFICATION AGREEMENT
Exhibit 10.52
AGREEMENT, dated as of ___________________ (this “Agreement”), between Nationstar Mortgage
Holding Inc., a Delaware corporation (the “Company”), and _____________________________
(“Indemnitee”).
WHEREAS, it is essential to the Company to retain and attract as directors and officers the
most capable persons available;
WHEREAS, Indemnitee is a director and/or officer of the Company and/or its subsidiaries;
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of public companies in today’s environment;
WHEREAS, the Company’s Amended and Restated Certificate of Incorporation (“Certificate of
Incorporation”) and Amended and Restated Bylaws (“Bylaws”) require the Company to indemnify and
advance expenses to its directors and officers to the fullest extent permitted by law and the
Indemnitee has been serving and continues to serve as a director and/or officer of the Company in
part in reliance on such Certificate of Incorporation and Bylaws;
WHEREAS, uncertainties as to the availability of indemnification created by recent court
decisions may increase the risk that the Company will be unable to retain and attract as directors
and officers the most capable persons available;
WHEREAS, the board of directors of the Company (“Board of Directors”) has determined that the
inability of the Company to retain and attract as directors and officers the most capable persons
would be detrimental to the interests of the Company and that the Company therefore should seek to
assure such persons that indemnification and insurance coverage will be available in the future;
WHEREAS, the parties intend that any rights the Indemnitee may have from Indemnitee-Related
Entities (as defined herein) shall be secondary to the primary obligation of the Company to
indemnify and hold harmless the Indemnitee under this Agreement; and
WHEREAS, in recognition of Indemnitee’s need for protection against personal liability, and in
part to provide Indemnitee with specific contractual assurance that the protection promised by the
Company’s Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of,
among other things, any amendment to or revocation of such Certificate of Incorporation and Bylaws
or any change in the composition of the Company’s Board of Directors or acquisition transaction
relating to the Company), the Company wishes to
provide in this Agreement for the indemnification of and the advancing of expenses to
Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in
this Agreement, and for the continued coverage of Indemnitee under the directors’ and officers’
liability insurance policy of the Company.
NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the
Company directly or, at its request, another enterprise, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Certain Definitions. In addition to terms defined elsewhere herein, the following
terms have the following meanings when used in this Agreement:
(a) Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than
Fortress Investment Group LLC and its affiliates and other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company representing 20% or more of
the total voting power represented by the Company’s then outstanding Voting Securities, or (ii)
during any period of two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors and any new director whose election by the Board of Directors or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other entity other than a merger or consolidation which
would result in the Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one transaction or a
series of transactions) all or substantially all the Company’s assets.
(b) Claim: means any threatened, asserted, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or other, including any arbitration or other
alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or
investigation, whether instituted by (or in the right of) the Company or any governmental agency or
any other person or entity, in which Indemnitee was, is, may be or will be involved as a party,
witness or otherwise.
(c) Expenses: include attorneys’ fees and all other direct or indirect costs, expenses and
obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in
settlement with the approval of the Company, and counsel fees and disbursements (including, without
limitation, experts’ fees, court costs, retainers, appeal bond premiums, transcript fees,
duplicating, printing and binding costs, as well as telecommunications, postage and courier
charges) paid or incurred in connection with investigating, prosecuting, defending, being a witness
in or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a
witness in or participate in, any Claim relating to any Indemnifiable Event, and shall include
(without limitation) all attorneys’ fees and all other expenses incurred by or on behalf of
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an Indemnitee in connection with preparing and submitting any requests or statements for
indemnification, advancement or any other right provided by this Agreement (including, without
limitation, such fees or expenses incurred in connection with legal proceedings contemplated by
Section 2(d) hereof).
(d) Indemnifiable Amounts: means (i) any and all liabilities, Expenses, damages, judgments,
fines, penalties, ERISA excise taxes and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such liabilities,
Expenses, damages, judgments, fines, penalties, ERISA excise taxes or amounts paid in settlement)
arising out of or resulting from any Claim relating to an Indemnifiable Event, (ii) any liability
pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any subsidiary of
the Company, including, without limitation, any indebtedness which the Company or any subsidiary of
the Company has assumed or taken subject to, and (iii) any liabilities which an Indemnitee incurs
as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection
with the operation, administration or maintenance of an employee benefit plan or any related trust
or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the
United States Internal Revenue Service, penalties assessed by the Department of Labor, restitutions
to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan,
trust or other funding mechanism, or otherwise).
(e) Indemnifiable Event: means any event or occurrence, whether occurring before, on or after
the date of this Agreement, related to the fact that Indemnitee is or was a director and/or officer
or fiduciary of the Company, or is or was serving at the request of the Company as a director,
officer, employee, manager, member, partner, tax matter partner, trustee, agent, fiduciary or
similar capacity, of another corporation, limited liability company, partnership, joint venture,
employee benefit plan, trust or other entity or enterprise, or by reason of anything done or not
done by Indemnitee in any such capacity (in all cases whether or not Indemnitee is acting or
serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred
for which indemnification, advancement or any other right can be provided by this Agreement). The
term “Company”, where the context requires when used in this Agreement, may be construed to include
such other corporation, limited liability company, partnership, joint venture, employee benefit
plan, trust or other entity or enterprise.
(f) Indemnitee-Related Entities: means any corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other entity or enterprise (other than
the Company or any other corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the
Company’s request, to serve as a director, officer, employee or agent and which service is covered
by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to
indemnification or advancement of Expenses with respect to which, in whole or in
part, the Company may also have an indemnification or advancement obligation.
(g) Independent Legal Counsel: means an attorney or firm of attorneys (following a Change in
Control, selected in accordance with the provisions of Section 3 hereof) who is experienced in
matters of corporate law and who shall not have otherwise performed services for the Company or
Indemnitee within the last five years (other than with respect to matters
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concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
(h) Jointly Indemnifiable Claim: means any Claim for which the Indemnitee may be entitled to
indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law,
any indemnification agreement or the certificate of incorporation, bylaws, partnership agreement,
operating agreement, certificate of formation, certificate of limited partnership or comparable
organizational documents of the Company and an Indemnitee-Related Entity.
(i) Reviewing Party: means any appropriate person or body consisting of a member or members of
the Board of Directors or any other person or body appointed by the Board of Directors who is not a
party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal
Counsel.
(j) Voting Securities: means any securities of the Company which vote generally in the
election of directors.
2. Basic Indemnification Arrangement; Advancement of Expenses.
(a) In the event Indemnitee was, is or becomes a party to or witness or other participant in,
or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or
arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law as soon as practicable but in any event no later than thirty (30)
days after written demand is presented to the Company, and hold Indemnitee harmless against any and
all Indemnifiable Amounts.
(b) If so requested by Indemnitee, the Company shall advance (within two business days of such
request) any and all Expenses incurred by Indemnitee (an “Expense Advance”). The Company shall, in
accordance with such request (but without duplication), either (i) pay such Expenses on behalf of
Indemnitee, or (ii) reimburse Indemnitee for such Expenses. Subject to Section 2(d), Indemnitee’s
right to an Expense Advance is absolute and shall not be subject to any prior determination by the
Reviewing Party that the Indemnitee has satisfied any applicable standard of conduct for
indemnification.
(c) Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be
entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection
with any Claim initiated by Indemnitee unless (i) the Company has joined in or the Board of
Directors has authorized or consented to the initiation of such Claim or (ii) the Claim is one to
enforce Indemnitee’s rights under this Agreement.
(d) Notwithstanding the foregoing, (i) the indemnification obligations of the Company under
Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined
(in a written legal opinion, in any case in which the Independent Legal Counsel is involved as
required by Section 3 hereof) that Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to
Section 2(b) shall be subject to the condition that, if, when and to the extent
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that the Reviewing Party determines (in a written legal opinion, in any case in which the Independent Legal Counsel is
involved as required by Section 3 hereof) that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who
hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood
and agreed that the foregoing agreement by Indemnitee shall be deemed to satisfy any requirement
that Indemnitee provide the Company with an undertaking to repay any Expense Advance if it is
ultimately determined that the Indemnitee is not entitled to indemnification under applicable law);
provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should be indemnified
under applicable law, any determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be
required to reimburse the Company for any Expense Advance until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have been exhausted or
lapsed). Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and
interest-free. If there has not been a Change in Control, the Reviewing Party shall be selected by
the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall
be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no
determination by the Reviewing Party within thirty (30) days after written demand is presented to
the Company or if the Reviewing Party determines that Indemnitee would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence
litigation in any court in the State of Texas or the State of Delaware having subject matter
jurisdiction thereof and in which venue is proper seeking an initial determination by the court or
challenging any such determination by the Reviewing Party or any aspect thereof, including the
legal or factual bases therefor, and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.
3. Change in Control. The Company agrees that if there is a Change in Control then
with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity
payments and Expense Advances under this Agreement or any provision of the Bylaws or of the
Certificate of Incorporation now or hereafter in effect, the Company shall seek legal advice only
from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably delayed, conditioned or withheld). Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and to what extent the
Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel and to indemnify fully such counsel against any
and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.
4. Indemnification for Additional Expenses. The Company shall indemnify Indemnitee
against any and all Expenses and, if requested by Indemnitee, shall advance such Expenses to
Indemnitee subject to and in accordance with Section 2(b), which are incurred by Indemnitee in
connection with any action brought by Indemnitee for (i) indemnification or an Expense Advance by
the Company under this Agreement or any provision of the Bylaws or of the Certificate of
Incorporation now or hereafter in effect and/or (ii) recovery under any
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directors’ and officers’
liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, Expense Advance or insurance recovery, as the
case may be; provided that Indemnitee shall be required to reimburse such Expenses in the event
that a final judicial determination is made (as to which all rights of appeal therefrom have been
exhausted or lapsed) that such action brought by Indemnitee, or the defense by Indemnitee of an
action brought by the Company or any other person, as applicable, was frivolous or in bad faith.
5. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the Expenses or other
Indemnifiable Amounts in respect of a Claim but not, however, for all of the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating
in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses
incurred in connection therewith.
6. Burden of Proof, Etc. In connection with any determination by the Reviewing Party
or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the Reviewing Party,
court, any finder of fact or other relevant person shall presume that the Indemnitee has satisfied
the applicable standard of conduct and is entitled to indemnification, and the burden of proof
shall be on the Company (or any other person or entity disputing such conclusions) to establish, by
clear and convincing evidence, that Indemnitee is not so entitled.
7. Reliance as Safe Harbor. For purposes of this Agreement, Indemnitee shall be
deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken
in good faith reliance upon the records of the Company, including its financial statements, or upon
information, opinions, reports or statements furnished to Indemnitee by the officers or employees
of the Company in the course of their duties, or by committees of the Board of Directors, or by any
other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee
reasonably believes are within such other person’s professional or expert competence and who has
been selected with reasonable care by or on behalf of the Company. In addition, the knowledge
and/or actions, or failures to act, of any director, officer, agent or employee of the Company
shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.
8. No Other Presumptions. For purposes of this Agreement, the termination of any
Claim by judgment, order, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee
did not meet any particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law. In addition, neither the
failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any
particular standard of conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a judicial
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determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim
or create a presumption that Indemnitee has not met any particular standard of conduct or did not
have any particular belief.
9. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition
to any other rights Indemnitee may have under the Bylaws or Certificate of Incorporation or the
Delaware General Corporation Law or otherwise. To the extent that a change in applicable law
(whether by statute or judicial decision) permits greater indemnification by agreement than would
be afforded currently under the Bylaws or Certificate of Incorporation or this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. To the extent that there is a conflict or inconsistency between the terms
of this Agreement and the Certificate of Incorporation or Bylaws, it is the intent of the parties
hereto that the Indemnitee shall enjoy the greater benefits regardless of whether contained herein,
in the Certificate of Incorporation or Bylaws. No amendment or alteration of the Certificate of
Incorporation or Bylaws or any other agreement shall adversely affect the rights provided to
Indemnitee under this Agreement.
10. Liability Insurance. To the extent the Company maintains an insurance policy or
policies providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by
such policy or policies in accordance with its or their terms to the maximum extent of the coverage
available for the Company’s directors and officers. If the Company has such insurance in effect at
the time the Company receives from Indemnitee any notice of the commencement of an action, suit or
proceeding, the Company shall give prompt notice of the commencement of such action, suit or
proceeding to the insurers in accordance with the procedures set forth in the policy. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such
policy.
11. Period of Limitations. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs,
executors or personal or legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal action within such
two-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action such shorter period shall govern.
12. Amendments, Etc. No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
13. Subrogation. Subject to Section 14 hereof, in the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers reasonably required and shall do everything
that may be reasonably necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such rights. The
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Company shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with
such subrogation.
14. Jointly Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may
arise due to the relationship between the Indemnitee-Related Entities and the Company and the
service of the Indemnitee as a director and/or officer of the Company at the request of the
Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall be fully
and primarily responsible for the payment to the Indemnitee in respect of indemnification and
advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in
accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee
may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled
to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of
recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise
alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that
any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of
indemnification or advancement of Expenses with respect to any Jointly Indemnifiable Claim, the
Company agrees that such payment or advancement shall not extinguish or affect in any way the
rights of the Indemnitee under this Agreement and further agrees that the Indemnitee-Related Entity
making such payment shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee against the Company. Each of the Indemnitee-Related Entities shall be
third-party beneficiaries with respect to this Section 14, entitled to enforce this Section 14
against the Company as though each such Indemnitee-Related Entity were a party to this Agreement.
15. No Duplication of Payments. Subject to Section 14 hereof, the Company shall not
be liable under this Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance
policy, or any provision of the Bylaws or of the Certificate of Incorporation or otherwise) of the
amounts otherwise indemnifiable hereunder.
16. Defense of Claims. The Company shall be entitled to participate in the defense of
any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel
reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation
with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company to represent
Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the
named parties in any such Claim (including any impleaded parties) include both the Company and
Indemnitee and Indemnitee concludes that there may be one or more legal defenses available to him
or her that are different from or in addition to those available to the Company, or (iii) any such
representation by such counsel would be precluded under the applicable standards of professional
conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more
than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s expense. The Company shall not be liable to
Indemnitee under this Agreement for any amounts paid in settlement of any Claim relating to an
Indemnifiable Event effected without the Company’s prior written consent. The Company shall not,
without the prior written consent of the Indemnitee, effect any settlement of any Claim relating to
an Indemnifiable Event which the Indemnitee is or could have been a party unless
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such settlement
solely involves the payment of money and includes a complete and unconditional release of
Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the
Company nor Indemnitee shall unreasonably withhold, condition or delay its or his or her consent to
any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does
not provide a complete and unconditional release of Indemnitee. In no event shall Indemnitee be
required to waive, prejudice or limit attorney-client privilege or work-product protection or other
applicable privilege or protection.
17. No Adverse Settlement. The Company shall not seek, nor shall it agree to, consent
to, support, or agree not to contest any settlement or other resolution of any Claim(s), or
settlement or other resolution of any other claim, action, proceeding, demand, investigation or
other matter that has the actual or purported effect of extinguishing, limiting or impairing
Indemnitee’s rights hereunder, including without limitation the entry of any bar order or other
order, decree or stipulation, pursuant to 15 U.S.C. § 78u-4 (the Private Securities Litigation
Reform Act), or any similar foreign, federal or state statute, regulation, rule or law.
18. Binding Effect, Etc. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors, (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors
and personal and legal representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as an officer and/or director of the Company or of any other entity
or enterprise at the Company’s request.
19. Security. To the extent requested by Indemnitee and approved by the Board of
Directors, the Company may at any time and from time to time provide security to Indemnitee for the
obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or
other collateral or by other means. Any such security, once provided to Indemnitee, may not be
revoked or released without the prior written consent of such Indemnitee.
20. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without limitation, all
portions of any paragraph of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid, illegal or
unenforceable and to give effect to the terms of this Agreement.
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21. Specific Performance, Etc. The parties recognize that if any provision of this
Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law.
Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so
elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce
specific performance, to enjoin such violation, or to obtain any relief or any combination of the
foregoing as Indemnitee may elect to pursue.
22. Notices. All notices, requests, consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written document delivered in person
or sent by facsimile, nationally recognized overnight courier or personal delivery, addressed to
such party at the address set forth below or such other address as may hereafter be designated on
the signature pages of this Agreement or in writing by such party to the other parties:
| (a) | If to the Company, to: |
Nationstar Mortgage Holding Inc.
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Attn: General Counsel
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
Attn: General Counsel
with a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attn: Xxxxx XxXxxxxxxx, Esq.
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attn: Xxxxx XxXxxxxxxx, Esq.
| (b) | If to the Indemnitee, to the address set forth on the signature page hereto. |
All such notices, requests, consents and other communications shall be deemed to have been given or
made if and when received (including by overnight courier) by the parties at the above addresses or
sent by electronic transmission, with confirmation received, to the facsimile numbers specified
above (or at such other address or facsimile number for a party as shall be specified by like
notice). Any notice delivered by any party hereto to any other party hereto shall also be delivered
to each other party hereto simultaneously with delivery to the first party receiving such notice.
23. Counterparts. This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the
same agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.
24. Headings. The headings of the sections and paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction or interpretation thereof.
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25. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made and to be performed
in such state without giving effect to the principles of conflicts of laws.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
NATIONSTAR MORTGAGE HOLDING INC.
By: |
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| Title: |
By: |
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| Title: |
| Address: | ||||||
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[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]
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