FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2015 • Wmih Corp. • Savings institution, federally chartered • Delaware
This Indemnification Agreement (“Agreement”), dated as of [●], 2015, is by and between WMIH Corp., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
ContractEmployment Agreement • May 13th, 2015 • Wmih Corp. • Savings institution, federally chartered • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) by and between WMIH Corp., a Delaware corporation (the “Company”), and Thomas L. Fairfield (“Executive”) (collectively the “Parties”) is made as of May 15, 2015 (the “Effective Date”).
WMIH CORP. RESTRICTED STOCK GRANT NOTICERestricted Stock Agreement • May 13th, 2015 • Wmih Corp. • Savings institution, federally chartered • Delaware
The Grant Shares shall vest in full upon the consummation a Qualifying Acquisition (as defined in the Employment Agreement between the Company and Participant, dated as of a similar date herewith (the “Employment Agreement”)); provided, that Participant’s Continuous Service has not terminated prior to such date; provided, further, that if the Company consummates a Qualifying Acquisition within six (6) months following (i) the Company’s termination of Participant’s Continuous Service (as defined in the Restricted Stock Agreement) without Cause (as defined in the Employment Agreement), (ii) Participant’s resignation for Good Reason (as defined in the Employment Agreement), (iii) the termination of Participant’s Continuous Service as a result of Participant’s death or Disability (as defined in the Employment Agreement), or (iv) the termination of Participant’s employment as a result of the expiration of the Employment Period (as defined in the Employment Agreement), the Grant Shares will
AGREEMENT AND PLAN OF MERGER OF WMI HOLDINGS CORP. (a Washington corporation) WITH AND INTO WMIH CORP. (a Delaware corporation) RECITALSAgreement and Plan of Merger • May 13th, 2015 • Wmih Corp. • Savings institution, federally chartered • Delaware
WHEREAS, WMIH Corp. (“DE WMI”) is a corporation duly organized and existing under the laws of the State of Delaware, and a direct wholly owned subsidiary of WA WMI;
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 13th, 2015 • Wmih Corp. • Savings institution, federally chartered • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May , 2015, by and among WMI Holdings Corp., a corporation duly organized and existing under the laws of the State of Washington (the “Issuer”), WMIH Corp., a corporation duly organized and existing under the laws of the State of Delaware (“DE WMI”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”) under the Senior Second Lien Notes Indenture, dated as of March 19, 2012 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Issuer and the Trustee.
