Exhibit 10.1



 





Exhibit 10.1




FORM OF

INDEMNIFICATION AGREEMENT




          AGREEMENT, effective as of November 8, 2007, between Fremont General Corporation, a Nevada
corporation (the “Company”), and                      (the “Indemnitee”).




          WHEREAS, Indemnitee is a director and/or officer of the Company;




          WHEREAS, the By-laws of the Company require the Company to indemnify and advance expenses to
its directors and officers to the full extent permitted by law and the Indemnitee has agreed to
serve as a director and/or officer of the Company in part in reliance on such By-laws;




          WHEREAS, in recognition of Indemnitee’s reliance on the aforesaid By-laws, and in part to
provide Indemnitee with specific contractual assurance that the protection promised by such By-laws
will be available to Indemnitee (regardless of, among other things, any amendment to or revocation
of such By-laws), 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, to the extent insurance is maintained,
for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability
insurance policies and fiduciary liability policies;




          NOW, THEREFORE, in consideration of the premises and of Indemnitee’s service to 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:






	 	(a)	 	Claim: any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted by the Company or any
other party, that Indemnitee in good faith believes might lead to the institution of
any such action, suit or proceeding, whether civil, criminal, administrative,
investigative or other.
	 
	 	(b)	 	Expenses: include attorneys’ fees and all other costs, expenses and
obligations paid or incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, be a
witness in or participate in, any Claim relating to any Indemnifiable Event.
	 
	 	(c)	 	Indemnifiable Event: any event or occurrence related to the fact
that




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	 	 	 	Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company, or any Subsidiary thereof, including, without limitation, Fremont
Investment & Loan, or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by Indemnitee in any such capacity.






	 	(d)	 	Independent Legal Counsel: an attorney or firm of attorneys,
selected in accordance with the provisions of Section 3, who shall not have otherwise
performed services for the Company or Indemnitee within the last five years (other
than with respect to matters concerning the rights of Indemnitee under this Agreement,
or of other indemnitees under similar indemnity agreements).






	2.	 	Basic Indemnification Arrangement.






	 	(a)	 	Subject to the limitations of 12 C.F. R. 359, 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 days after written demand is presented to the Company, against any and all
Expenses, judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses, judgments, fines, penalties or amounts paid in settlement)
of such Claim. If so requested by Indemnitee, the Company shall advance (within two
business days of such request) any and all Expenses to Indemnitee (an “Expense
Advance”).
	 
	 	(b)	 	Notwithstanding the foregoing, (i) the obligations of the Company under
Section 2(a) shall be subject to the condition that Independent Legal Counsel shall
not have determined, in a written opinion, 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(a) shall be subject to the condition that, if,
when and to the extent that Independent Legal Counsel determines 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; 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




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	 	 	 	by Independent Legal Counsel 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). If there has been no determination by
Independent Legal Counsel or if Independent Legal Counsel determines that
Indemnitee substantively 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 States of California or Nevada having subject matter
jurisdiction thereof and in which venue is proper seeking an initial determination
by the court or challenging any such determination by Independent Legal Counsel 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 Independent Legal Counsel otherwise shall be conclusive and
binding on the Company and Indemnitee.






	 	(c)	 	Notwithstanding anything in this Agreement to the contrary, Indemnitee shall
not be entitled to indemnification pursuant to this Agreement in connection with any
Claim initiated by Indemnitee unless the Board of Directors has authorized or
consented to the initiation of such Claim.






	3.	 	Independent Legal Counsel. With respect to all matters hereafter arising concerning
the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or
any other agreement or Company By-law now or hereafter in effect relating to Claims for
Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel
selected by Indemnitee and approved by the Company. Such counsel, among other things, shall
render its written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to
pay the reasonable fees of the Independent Legal Counsel referred to above 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. Subject to the limitations of 12 C.F.R.
359, the Company shall indemnify Indemnitee against any and all expenses (including attorneys’
fees) and, if requested by Indemnitee, shall (within two business days of such request)
advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any
action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the
Company under this Agreement or any other agreement or




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	 	 	Company By-law now or hereafter in effect relating to Claims for Indemnifiable Events
and/or (ii) recovery under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance expense payment or insurance recovery, as the
case may be.






	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, judgments,
fines, penalties and amounts paid in settlement 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. In connection with any determination by Independent Legal Counsel
or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.
	 
	7.	 	No Presumptions. For purposes of this Agreement, the termination of any action, suit
or proceeding, 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 Independent Legal Counsel 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 Independent Legal Counsel 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 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.
	 
	8.	 	Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to
any other rights Indemnitee may have under the Company’s By-laws or the Nevada General
Corporation Law or otherwise. To the extent that a change in the Nevada General Corporation
Law (whether by statute or judicial decision) permits greater indemnification by agreement
than would be afforded currently under the Company’s By-laws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the




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	 	 	greater benefits so afforded by such change.






	9.	 	Liability Insurance. To the extent the Company maintains an insurance policy or
policies providing directors’ and officers’ liability insurance and fiduciary liability
insurance, 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 any Company director or
officer. The Company shall cause the persons serving as its directors and officers to be
covered for a period of six years from the date hereof by the directors’ and officers’
liability insurance and fiduciary liability insurance policies currently maintained by the
Company (provided that the Company may substitute therefore policies of at least the same
coverage and amounts containing terms and conditions which are not less advantageous than such
policy); provided, however, that in no event shall the Company be required to
expend on an annual basis more than 250% of the current amount expended by the Company (the
“Insurance Amount”) to maintain or procure insurance coverage; provided further, that
if the Company is unable to maintain or obtain the insurance called for by this Section 9, the
Company shall use best efforts to obtain as much comparable insurance as is available for the
Insurance Amount.
	 
	10.	 	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.
	 
	11.	 	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.
	 
	12.	 	Subrogation. 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 required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the Company effectively
to bring suit to enforce such rights.
	 
	13.	 	No Duplication of Payments. 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




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	 	 	(under any insurance policy, By-law or otherwise) of the amounts otherwise indemnifiable
hereunder.






	14.	 	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, assigns,
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, spouses, heirs,
executors and personal and legal representatives. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer or director of the Company
or of any other enterprise at the Company’s request.
	 
	15.	 	Severability. The provisions of this Agreement shall be severable in the event that
any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable in any respect, and the validity and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired
and shall remain enforceable to the fullest extent permitted by law.
	 
	16.	 	Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada 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 this 8th day of November,
2007.




	 	 	 	 	 	 	 
	 	 	FREMONT GENERAL	 	 
	 	 	CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

                                        Indemnitee
	 	 






[Signature Page to Indemnification Agreement]





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