Exhibit
10.1


 


FLEETWOOD
ENTERPRISES, INC.


OFFICER
INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”) is
made as of ________________ by and between Fleetwood Enterprises, Inc., a
Delaware corporation (the “Company”), and ________________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company desires to attract and retain the
services of highly qualified individuals, such as Indemnitee, to serve the
Company;


 


WHEREAS, in order to induce Indemnitee to continue to
provide services to the Company, the Company wishes to provide for the
indemnification of, and advancement of expenses to, Indemnitee to the maximum
extent permitted by law;


 


WHEREAS, the Bylaws of the Company (the “Bylaws”)
require indemnification of the officers and directors of the Company, and
Indemnitee may also be entitled to indemnification pursuant to the General
Corporation Law of the State of Delaware (the “DGCL”);


 


WHEREAS, the Bylaws and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and
thereby contemplate that contracts may be entered into between the Company and
members of the board of directors, officers and other persons with respect to
indemnification;


 


WHEREAS, the Company and Indemnitee recognize the
continued difficulty in obtaining liability insurance for the Company’s
directors, officers, employees, agents and fiduciaries, the significant and
continual increases in the cost of such insurance and the general trend of
insurance companies to reduce the scope of coverage of such insurance;


 


WHEREAS, the Company and Indemnitee further recognize
the substantial increase in corporate litigation in general, subjecting
directors, officers, employees, agents and fiduciaries to expensive litigation
risks at the same time as the availability and scope of coverage of liability
insurance provide increasing challenges for the Company;


 


WHEREAS, Indemnitee does not regard the protection
currently provided by applicable law, the Company’s governing documents and
available insurance as adequate under the present circumstances, and the
Indemnitee and certain other directors, officers, employees, agents and
fiduciaries of the Company may not be willing to continue to serve in such
capacities without additional protection;


 


WHEREAS, the Board of Directors of the Company (the “Board”)
has determined that the increased difficulty in attracting and retaining highly
qualified persons such as Indemnitee is detrimental to the best interests of
the Company’s stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the
future;


 

















 


WHEREAS, it is reasonable, prudent and necessary for
the Company contractually to obligate itself to indemnify, and to advance
expenses on behalf of, such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified; and


 


WHEREAS, this Agreement is a supplement to and in
furtherance of the indemnification provided in the Bylaws and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to
diminish or abrogate any rights of Indemnitee thereunder.


 


NOW, THEREFORE, in consideration of the premises and
the covenants contained herein, the Company and Indemnitee do hereby covenant
and agree as follows:


 


Section 1.                                            Services
to the Company. Indemnitee agrees to serve as an officer of the Company.
Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by
operation of law), in which event the Company shall have no obligation under
this Agreement to continue Indemnitee in such position. This Agreement shall
not be deemed an employment contract between the Company (or any of its subsidiaries
or any Enterprise) and Indemnitee. The foregoing notwithstanding, this
Agreement shall continue in force after Indemnitee has ceased to serve as an
officer of the Company.


 


Section 2.                                            Definitions


 


As used in this Agreement:


 


(a)                                  “Corporate
Status” describes the status of a person who is or was a director, officer,
employee or agent of the Company or of any other corporation, partnership or
joint venture, trust, employee benefit plan or other enterprise which such
person is or was serving at the request of the Company.


 


(b)                                 “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was
serving at the request of the Company as a director, officer, employee, agent
or fiduciary.


 


(c)                                  “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding. Expenses also shall include Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the
premium, security for, and other costs relating to any cost bond, supersedes
bond, or other appeal bond or its equivalent. Expenses, however, shall not
include amounts paid in settlement by Indemnitee or the amount of judgments or
fines against Indemnitee.


 


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(d)                                 “Independent
Counsel” means a law firm, or a partner (or, if applicable, member) of such
a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company
or Indemnitee in any matter material to either such party (other than with
respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such counsel
against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.


 


(e)                                  The
term “Proceeding” shall include any threatened, pending or completed
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil, criminal, administrative or investigative
nature, in which Indemnitee was, is or will be involved as a party or otherwise
by reason of the fact that Indemnitee is or was an officer of the Company, by
reason of any action taken by him
or of any action on his part
while acting as an officer of the Company, or by reason of the fact that he is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement
of expenses can be provided under this Agreement; provided, however,
that the term “Proceeding” shall not include any action, suit or arbitration initiated
by Indemnitee to enforce Indemnitee’s rights under this Agreement.


 


Section 3.                                            Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding, other
than a Proceeding by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
all Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on his
behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful. Indemnitee shall not enter into any settlement
in connection with a Proceeding without ten (10) days prior notice to the
Company.


 


Section 4.                                            Indemnity
in Proceedings by or in the Right of the Company. The Company shall
indemnify Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee is, or is threatened to be made, a party to or a participant in any
Proceeding by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 4, Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by him or


 


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on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company. No indemnification for Expenses shall be made under this Section 4 in
respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the
extent that the Delaware Court of Chancery (the “Delaware Court”) or any
court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification for such expenses as the Delaware Court or such other court
shall deem proper.


 


Section 5.                                            Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee is a
party to or a participant in and is successful, on the merits or otherwise, in
any Proceeding or in defense of any claim, issue or matter therein, in whole or
in part, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him
in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against (a) all Expenses actually and reasonably incurred
by him or on his behalf in connection with each
successfully resolved claim, issue or matter and (b) any claim, issue or matter
related to any such successfully resolved claim, issue or matter. For purposes
of this Section and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.


 


Section 6.                                            Indemnification
For Expenses of a Witness. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any
Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on
his behalf in connection
therewith.


 


Section 7.                                            Additional
Indemnification.


 


(a)                                  Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee
to the fullest extent permitted by law if Indemnitee is a party to or is threatened
to be made a party to any Proceeding (including a Proceeding by or in the right
of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee in connection with the Proceeding.


 


(b)                                 For
purposes of Section 7(a), the meaning of the phrase “to the fullest extent
permitted by law” shall include, but not be limited to:


 


(i)                                     to
the fullest extent permitted by the provision of the DGCL that authorizes or
contemplates additional indemnification by agreement, or the corresponding provision
of any amendment to or replacement of the DGCL or such provision thereof; and


 


(ii)                                  to
the fullest extent authorized or permitted by any amendments to or replacements
of the DGCL adopted after the date of this Agreement that increase the extent
to which a corporation may indemnify its officers and directors.


 


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Section 8.                                            Exclusions.
Notwithstanding any provision in this Agreement to the contrary, the Company
shall not be obligated under this Agreement to make any indemnity:


 


(a)                                  for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any
excess beyond the amount paid under any insurance policy or other indemnity
provision;


 


(b)                                 for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Securities Exchange Act of 1934, as amended, or similar provisions of
state statutory law or common law;


 


(c)                                  for claims initiated or brought by
Indemnitee, except (i) with respect to actions or proceedings brought to
establish or enforce a right to receive Expenses or indemnification under this
Agreement or any other agreement or insurance policy or under the Company’s
Certificate of Incorporation (the “Charter”) or Bylaws now or hereafter in
effect relating to indemnification, (ii) if the Board has approved the
initiation or bringing of such claim, or (iii) as otherwise required under
Delaware law; or


 


(d)                                 for
which payment is prohibited by applicable law.


 


Section 9.                                            Advances
of Expenses. The Company shall advance, to the extent not prohibited by
law, the Expenses incurred by Indemnitee in connection with any Proceeding, and
such advancement shall be made within twenty (20) days after the receipt by the
Company of a statement or statements requesting such advances (which shall
include invoices received by Indemnitee in connection with such Expenses but,
in the case of invoices in connection with legal services, any references to
legal work performed or to expenditures made that would cause Indemnitee to
waive any privilege accorded by applicable law shall not be included with the
invoice) from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. Advances shall be
made without regard to Indemnitee’s ability to repay the expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement. Advances shall include any and all reasonable
Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed. The Indemnitee shall qualify for advances upon
the execution and delivery to the Company of this Agreement which shall
constitute an undertaking providing that the Indemnitee undertakes to the
fullest extent required by law to repay the advance if and to the extent that
it is ultimately determined by a court of competent jurisdiction in a final
judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified
by the Company. This Section 9 shall not apply to any claim made by Indemnitee
for which indemnity is excluded pursuant to Section 8. The right to advances
under this paragraph shall in all events continue until final disposition of
any Proceeding, including any appeal therein.


 


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Section 10.                                    Procedure
for Notification and Defense of Claim.


 


(a)                                  To
obtain indemnification under this Agreement, Indemnitee shall submit to the
Company a written request therefor.


 


(b)                                 The
Company will be entitled to participate in the Proceeding at its own expense.


 


Section 11.                                      Procedure
Upon Application for Indemnification.


 


(a)                                  Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a
determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination. Indemnitee shall cooperate with the Independent Counsel
making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such counsel upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the
Independent Counsel shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b)                                 The
Independent Counsel shall be selected by Indemnitee. The Company may, within
ten (10) days after written notice of such selection, deliver to the Indemnitee
a written objection to such selection; provided, however, that
such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined
in Section 2 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If such
written objection is so made and substantiated, the Independent Counsel so
selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If,
within twenty (20) days after the later of submission by Indemnitee of a
written request for indemnification pursuant to Section 10(a) hereof, and the final
disposition of the Proceeding, including any appeal therein, no Independent
Counsel shall have been selected and not objected to, the Indemnitee may
petition a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company to the selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the
person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section
13(a) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).


 


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Section 12.                                    Presumptions
and Effect of Certain Proceedings.


 


(a)                                  In
making a determination with respect to entitlement to indemnification hereunder,
the Independent Counsel making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 10(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by the Independent Counsel of any
determination contrary to that presumption. Neither the failure of the Company
or of Independent Counsel to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company or by Independent Counsel
that Indemnitee has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that Indemnitee has not met the
applicable standard of conduct.


 


(b)                                 The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of guilty, nolo
contendere or its equivalent, shall not (except as otherwise expressly
provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his
conduct was unlawful.


 


(c)                                  For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or the Board or
counsel selected by any committee of the Board or on information or records
given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser, investment banker or other expert selected with
reasonable care by the Company or the Board or any committee of the Board. The
provisions of this Section 12(c) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the Indemnitee may be deemed
to have met the applicable standard of conduct set forth in this Agreement.


 


(d)                                 The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.


 


Section 13.                                      Remedies
of Indemnitee.


 


(a)                                  Subject
to Section 13(e), in the event that (i) a determination is made pursuant to
Section 11 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 9 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 11(a) of this
Agreement within sixty (60) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant to
Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within
ten (10) days after


 


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receipt by the Company of
a written request therefor, or (v) payment of indemnification pursuant to
Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a
determination has been made that Indemnitee is entitled to indemnification,
Indemnitee shall be entitled to an adjudication by a court of his entitlement to such
indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 13(a); provided, however,
that the foregoing clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights
under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 


(b)                                 In
the event that a determination shall have been made pursuant to Section 11(a)
of this Agreement that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 13 shall
be conducted in all respects as a de novo trial, or arbitration, on the merits
and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section
13, the Company shall have the burden of proving Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.


 


(c)                                  If
a determination shall have been made pursuant to Section 11(a) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 13, absent (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law.


 


(d)                                 The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 13 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement. The Company shall indemnify
Indemnitee against any and all Expenses and, if requested by Indemnitee, shall
(within ten (10) days after receipt by the Company of a written request
therefor) advance, to the extent not prohibited by law, such Expenses to
Indemnitee, which are incurred by Indemnitee in connection with any action
brought by Indemnitee for indemnification or advance of Expenses from the
Company under this Agreement or 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, advancement of
Expenses or insurance recovery, as the case may be, in the suit for which
indemnification or advances is being sought.


 


(e)                                  Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
to indemnification under this Agreement shall be required to be made prior to
the final disposition of the Proceeding, including any appeal therein.


 


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Section 14.                                    Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a)                                  The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, the Bylaws, any
agreement, a vote of stockholders or a resolution of directors, or otherwise. No
amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal. To the extent that a change in Delaware law, whether by statute or
judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Charter, Bylaws and 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. No right or remedy
herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.


 


(b)                                 To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents of the
Company or of any other Enterprise, 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 such director, officer, employee or agent under such
policy or policies. If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has director and officer liability
insurance in effect, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth
in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such proceeding in accordance with the terms
of such policies.


 


(c)                                  In
the event of any 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 take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


(d)                                 The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (or for which advancement is provided
hereunder) if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 


(e)                                  The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification


 


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or advancement of
Expenses from such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise.


 


Section 15.                                      Duration
of Agreement. This Agreement shall continue until and terminate upon the
later of: (a) ten (10) years after the date that Indemnitee shall have ceased
to serve as an officer of the Company or (b) one (1) year after the final
termination of any Proceeding, including any appeal, then pending in respect of
which Indemnitee is granted rights of indemnification or advancement of
Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to
Section 13 of this Agreement relating thereto. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his heirs,
executors and administrators. The Company shall require and cause any successor
(whether direct or indirect by purchase, merger, consolidation or otherwise) to
all, substantially all or a substantial part, of the business and/or assets of
the Company, by written agreement in form and substance satisfactory to the
Indemnitee, 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.


 


Section 16.                                      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, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law;
(b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 


Section 17.                                      Enforcement.


 


(a)                                  The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as an officer of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as an officer of the
Company.


 


(b)                                 This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral, written and implied, between the parties hereto with
respect to the subject matter hereof; provided, however, that
this Agreement is a supplement to and in furtherance of the Charter of the
Company, the Bylaws of the Company and applicable law, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


 


Section 18.                                      Modification
and Waiver. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the parties thereto. No waiver
of


 


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any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 19.                                      Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing
upon being served with any summons, citation, subpoena, complaint, indictment,
information or other document relating to any Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered hereunder. The
failure of Indemnitee to so notify the Company shall not relieve the Company of
any obligation which it may have to the Indemnitee under this Agreement or
otherwise.


 


Section 20.                                      Notices.
All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given if (a)
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, (b) mailed by certified or registered
mail with postage prepaid, on the third business day after the date on which it
is so mailed, (c) mailed by reputable overnight courier and receipted for by
the party to whom said notice or other communication shall have been directed
or (d) sent by facsimile transmission, with receipt of oral confirmation that
such transmission has been received:


 


(a)                                  If
to Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b)                                 If
to the Company to:


 


	
  Fleetwood Enterprises, Inc.

  
	
  Attention: General Counsel

  
	
  3125 Myers Street

  
	
  P.O. Box 7638

  
	
  Riverside, CA 92513-7638

  



 


or to any other
address as may have been furnished to Indemnitee by the Company.


 


Section 21.                                      Contribution.
To the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute
to the amount incurred by Indemnitee, whether for judgments, fines, penalties,
excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in
connection with any claim relating to an indemnifiable event under this
Agreement, in such proportion as is deemed fair and reasonable in light of all
of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s)
and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


Section 22.                                      Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations
among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard to its
conflict of laws rules. Except with respect to any arbitration commenced by
Indemnitee pursuant to Section 13(a) of this


 


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Agreement, the Company
and Indemnitee hereby irrevocably and unconditionally (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be
brought only in the Delaware Court, and not in any other state or federal court
in the United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement,
(iii) appoint, to the extent such party is not otherwise subject to service of
process in the State of Delaware, The Corporation Trust Company, Wilmington,
Delaware as its agent in the State of Delaware as such party’s agent for
acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon
such party personally within the State of Delaware, (iv) waive any objection to
the laying of venue of any such action or proceeding in the Delaware Court, and
(v) waive, and agree not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an improper or
inconvenient forum.


 


Section 23.                                      Identical
Counterparts. This Agreement may be executed in one or more 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.


 


Section 24.                                           Miscellaneous.
The headings of the 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 thereof.


 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed as of the day and year first above written.


 


	
   

  	
  FLEETWOOD ENTERPRISES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Leonard J.
  McGill

  
	
   

  	
   

  	
  Sr. Vice
  President-General Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Indemnitee

  



 


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