Exhibit 10.21


 


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is
entered into as of 
[    ], 2010, by and among Walker & Dunlop, Inc.,
a Maryland corporation (the “Company” or the
“Indemnitor”) and
[                                    ]
(the “Indemnitee”).


 


WHEREAS, the Indemnitee is an officer [or][and] a member of the Board of Directors of the Company and in
such [capacity][capacities] is performing a valuable service for the Company;


 


WHEREAS, Maryland law permits the Company
to enter into contracts with its officers or members of its Board of Directors
with respect to indemnification of, and advancement of expenses to, such
persons;


 


WHEREAS, the Articles of Amendment and
Restatement of the Company (the “Charter”)
provide that the Company shall indemnify and advance expenses to its directors
and officers to the maximum extent permitted by Maryland law in effect from
time to time;


 


WHEREAS, the Amended and Restated Bylaws
of the Company (the “Bylaws”)
provide that each director and officer of the Company shall be indemnified by
the Company to the maximum extent permitted by Maryland law in effect from time
to time and shall be entitled to advancement of expenses consistent with
Maryland law; and


 


WHEREAS, to induce the Indemnitee to
provide services to the Company as an officer [or][and] a member of
the Board of Directors, and to provide the Indemnitee with specific contractual
assurance that indemnification will be available to the Indemnitee regardless
of, among other things, any amendment to or revocation of the Charter or the
Bylaws, or any acquisition transaction relating to the Company, the Indemnitor
desires to provide the Indemnitee with protection against personal liability as
set forth herein.


 


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


 


1.                                      DEFINITIONS


 


For
purposes of this Agreement:


 


(A)                               “Change in
Control” shall have the definition set forth in the Walker &
Dunlop, Inc. 2010 Equity Incentive Plan.


 

















 


(B)                               “Corporate Status”
describes the status of a person who is or was a director or officer of the
Company or is or was serving at the request of the Company as a director,
officer, partner (limited or general), member, director, employee or agent of
any other foreign or domestic corporation, partnership, joint venture, limited
liability company, trust, other enterprise (whether conducted for profit or not
for profit) or employee benefit plan. The Company shall be deemed to have
requested the Indemnitee to serve an employee benefit plan where the
performance of the Indemnitee’s duties to the Company also imposes or imposed
duties on, or otherwise involves or involved services by, the Indemnitee to the
plan or participants or beneficiaries of the plan.


 


(C)                               “Expenses”
shall include all attorneys’ and paralegals’ 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, or being or preparing to be a witness in a Proceeding.


 


(D)                               “Proceeding”
includes any action, suit, arbitration, alternate dispute resolution mechanism,
investigation (including any formal or informal internal investigation to which
the Indemnitee is made a party by reason of the Corporate Status of the
Indemnitee), administrative hearing, or any other proceeding, including appeals
therefrom, whether civil, criminal, administrative, or investigative, except
one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to
enforce such Indemnitee’s rights under this Agreement.


 


(E)                                “Special
Legal Counsel” means a law firm, or a member of a law firm, that is
experienced in matters of corporate law and neither presently is, or in the
past two years has been, retained to represent (i) the Indemnitor or the
Indemnitee in any matter material to either such party, or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder.


 


2.                                      INDEMNIFICATION


 


The
Indemnitee shall be entitled to the rights of indemnification provided in this
paragraph 2 and under applicable law, the Charter, the Bylaws, any other
agreement, a vote of stockholders or resolution of the Board of Directors or
otherwise if, by reason of such Indemnitee’s Corporate Status, such Indemnitee
is, or is threatened to be made, a party to any threatened, pending, or
completed Proceeding, including a Proceeding by or in the right of the
Company.  Unless prohibited by paragraph
13 hereof and subject to the other provisions of this Agreement, the Indemnitee
shall be indemnified hereunder, to the maximum extent permitted by Maryland law
in effect from time to time, against judgments, penalties, fines 


 


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and
settlements and reasonable Expenses actually incurred by or on behalf of such
Indemnitee in connection with such Proceeding or any claim, issue or matter
therein; provided, however, that if such Proceeding was initiated by or in the
right of the Company, indemnification may not be made in respect of such
Proceeding if the Indemnitee shall have been finally adjudged to be liable to
the Company.  For purposes of this
paragraph 2, excise taxes assessed on the Indemnitee with respect to an
employee benefit plan pursuant to applicable law shall be deemed fines.


 


3.                                      INDEMNIFICATION
FOR EXPENSES IN CERTAIN CIRCUMSTANCES


 


(A)                               Without limiting the effect of any
other provision of this Agreement (including the Indemnitee’s rights to
indemnification under paragraph 2 and advancement of expenses under paragraph
4), without regard to whether the Indemnitee is entitled to indemnification
under paragraph 2 and without regard to the provisions of paragraph 6 hereof,
to the extent that the Indemnitee is successful, on the merits or otherwise, in
any Proceeding to which the Indemnitee is a party by reason of such Indemnitee’s
Corporate Status, such Indemnitee shall be indemnified against all reasonable
Expenses actually incurred by or on behalf of such Indemnitee in connection
therewith. (1)


 


(B)                               If the 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 Indemnitor shall indemnify the Indemnitee against all reasonable Expenses
actually incurred by or on behalf of such Indemnitee in connection with each
successfully resolved claim, issue or matter.


 


(C)                               For purposes of this paragraph (3) and
without limitation, the termination of any claim, issue or matter in such
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 


4.                                      ADVANCEMENT
OF EXPENSES


 


Notwithstanding
anything in this Agreement to the contrary, but subject to paragraph 13 hereof,
if the Indemnitee is or was or becomes a party to or is otherwise involved in
any Proceeding (including as a witness), or is or was threatened to be made a
party to or a participant (including as a witness) in any such Proceeding, by
reason of the Indemnitee’s Corporate Status, or by reason of (or arising in
part out of) any actual or alleged event or occurrence related to the
Indemnitee’s Corporate Status, or by reason of any actual or alleged


 






(1)                                 Note: paragraph 3(a) recites
the statutory requirement to indemnify for expenses in a successful proceeding,
unless limited by charter.  Paragraph 2
provides for mandatory indemnification, including for expenses, to the maximum
extent provided by Maryland law and the charter and by-laws of the Corporation.


 


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act or omission
on the part of the Indemnitee taken or omitted in or relating to the Indemnitee’s
Corporate Status, then the Indemnitor shall advance all reasonable Expenses
incurred by the Indemnitee in connection with any such Proceeding within twenty
(20) days after the receipt by the Indemnitor of a statement from the
Indemnitee requesting such advance from time to time, whether prior to or after
final disposition of such Proceeding; provided that, such statement shall
reasonably evidence the Expenses incurred or to be incurred by the Indemnitee
and shall include or be preceded or accompanied by (i) a written
affirmation by the Indemnitee of the Indemnitee’s good faith belief that the
standard of conduct necessary for indemnification by the Indemnitor as
authorized by this Agreement has been met and (ii) a written undertaking
by or on behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the standard of conduct has not been met.  The undertaking required by clause (ii) of
the immediately preceding sentence shall be an unlimited general obligation of
the Indemnitee but need not be secured and may be accepted without reference to
financial ability to make the repayment.


 


5.                                      WITNESS
EXPENSES


 


Notwithstanding
any other provision of this Agreement, to the extent that the Indemnitee is, by
reason of such Indemnitee’s Corporate Status, a witness for any reason in any
Proceeding to which such Indemnitee is not a named defendant or respondent,
such Indemnitee shall be indemnified by the Indemnitor against all Expenses
actually incurred by or on behalf of such Indemnitee in connection therewith.


 


6.                                      DETERMINATION
OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION


 


(A)                               To obtain indemnification under
this Agreement, the Indemnitee shall submit to the Indemnitor a written
request, including therewith such documentation and information reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification.


 


(B)                               Indemnification under this
Agreement may not be made unless authorized for a specific Proceeding after a
determination has been made in accordance with this paragraph 6(B) that
indemnification of the Indemnitee is permissible in the circumstances because
the Indemnitee has met the following standard of conduct: the Indemnitor shall
indemnify the Indemnitee in accordance with the provisions of paragraph 2
hereof, unless  it is established that: (a) the
act or omission of the Indemnitee was material to the matter giving rise to the
Proceeding and (x) was committed in bad faith or (y) was the result
of active and deliberate dishonesty; (b) the Indemnitee actually received
an improper personal benefit in money, property or services; or (c) in the
case of any criminal proceeding, the Indemnitee had reasonable cause to believe
that the act or omission was unlawful. 
Upon receipt by the Indemnitor of the Indemnitee’s written request for
indemnification pursuant to subparagraph


 


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6(A), a
determination as to whether the applicable standard of conduct has been met
shall be made within the period specified in paragraph 6(E):  (i) if a Change in Control shall have
occurred, by Special Legal Counsel in a written opinion to the Board of
Directors, a copy of which shall be delivered to the Indemnitee, with Special
Legal Counsel selected by the Indemnitee (the Indemnitee shall give prompt
written notice to the Indemnitor advising the Indemnitor of the identity of the
Special Legal Counsel so selected); or (ii) if a Change in Control shall
not have occurred, (A) by the Board of Directors by a majority vote of a
quorum consisting of directors not, at the time, parties to the Proceeding, or,
if such quorum cannot be obtained, then by a majority vote of a committee of
the Board of Directors consisting solely of two or more directors not, at the
time, parties to such Proceeding and who were duly designated to act in the
matter by a majority vote of the full Board of Directors in which the
designated directors who are parties may participate, (B) if the requisite
quorum of the full Board of Directors cannot be obtained therefor and the
committee cannot be established (or, even if such quorum is obtainable or such
committee can be established, if such quorum or committee so directs), by
Special Legal Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee, with Special Legal Counsel selected by
the Board of Directors or a committee of the Board of Directors by vote as set
forth in clause (ii)(A) of this paragraph 6(B) (or, if the requisite
quorum of the full Board of Directors cannot be obtained therefor and the
committee cannot be established, by a majority of the full Board of Directors
in which directors who are parties to the Proceeding may participate) (if the
Indemnitor selects Special Legal Counsel to make the determination under this
clause (ii), the Indemnitor shall give prompt written notice to the Indemnitee
advising him or her of the identity of the Special Legal Counsel so selected)
or (C) if so directed by a majority of the members of the Board of
Directors, by the stockholders of the Company. 
If it is so determined that the Indemnitee is entitled to
indemnification, payment to the Indemnitee shall be made within ten (10) days
after such determination. Authorization of indemnification and determination as
to reasonableness of Expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination that indemnification is permissible is made by Special Legal
Counsel under clause (ii)(B) above, authorization of indemnification and
determination as to reasonableness of Expenses shall be made in the manner
specified under clause (ii)(B) above for the selection of such Special
Legal Counsel.


 


(C)                               The Indemnitee shall cooperate with
the person or entity making such determination with respect to the Indemnitee’s
entitlement to indemnification, including providing upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary


 


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to such
determination.  Any reasonable costs or
expenses (including reasonable attorneys’ fees and disbursements) incurred by
the Indemnitee in so cooperating shall be borne by the Indemnitor (irrespective
of the determination as to the Indemnitee’s entitlement to indemnification) and
the Indemnitor hereby indemnifies and agrees to hold the Indemnitee harmless
therefrom.


 


(D)                                In the event the determination of
entitlement to indemnification is to be made by Special Legal Counsel pursuant
to paragraph 6(B) hereof, the Indemnitee, or the Indemnitor, as the case
may be, may, within seven days after such written notice of selection shall
have been given, deliver to the Indemnitor or to the Indemnitee, as the case
may be, a written objection to such selection. 
Such objection may be asserted only on the grounds that the Special
Legal Counsel so selected does not meet the requirements of “Special Legal
Counsel” as defined in paragraph 1 of this Agreement.  If such written objection is made, the
Special Legal Counsel so selected may not serve as Special Legal Counsel until a
court has determined that such objection is without merit.  If, within twenty (20) days after submission
by the Indemnitee of a written request for indemnification pursuant to paragraph
6(A) hereof, no Special Legal Counsel shall have been selected or, if
selected, shall have been objected to, either the Indemnitor or the Indemnitee
may petition a court for resolution of any objection which shall have been made
by the Indemnitor or the Indemnitee to the other’s selection of Special Legal
Counsel and/or for the appointment as Special Legal 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 an objection is so resolved or the person so
appointed shall act as Special Legal Counsel under paragraph 6(B) hereof.  The Indemnitor shall pay all reasonable fees
and expenses of Special Legal Counsel incurred in connection with acting
pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses
incident to the selection of such Special Legal Counsel pursuant to this
paragraph 6(D).  In the event that a
determination of entitlement to indemnification is to be made by Special Legal
Counsel and such determination shall not have been made and delivered in a
written opinion within ninety (90) days after the receipt by the Indemnitor of
the Indemnitee’s request in accordance with paragraph 6(A), upon the due
commencement of any judicial proceeding in accordance with paragraph 8(A) of
this Agreement, Special Legal Counsel shall be discharged and relieved of any
further responsibility in such capacity.


 


(E)                                If the person or entity making the
determination whether the Indemnitee is entitled to indemnification shall not
have made a determination within forty-five (45) days after receipt by the
Indemnitor of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and the Indemnitee shall
be entitled to such indemnification,


 


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absent:  (i) a misstatement by the Indemnitee of a
material fact, or an omission of a material fact necessary to make the
Indemnitee’s statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.  Such 45-day period
may be extended for a reasonable time, not to exceed an additional fifteen (15)
days, if the person or entity making said determination in good faith requires
additional time for the obtaining or evaluating of documentation and/or
information relating thereto.  The
foregoing provisions of this paragraph 6(E) shall not apply: (i) if
the determination of entitlement to indemnification is to be made by the
stockholders and if within fifteen (15) days after receipt by the Indemnitor of
the request for such determination the Board of Directors resolves to submit
such determination to the stockholders for consideration at an annual or
special meeting thereof to be held within seventy-five (75) days after such
receipt and such determination is made at such meeting, or (ii) if the
determination of entitlement to indemnification is to be made by Special Legal
Counsel pursuant to paragraph 6(B) of this Agreement.


 


7.                                      PRESUMPTIONS


 


(A)                               In making a determination with
respect to entitlement or authorization of indemnification hereunder, the
person or entity making such determination shall presume that the Indemnitee is
entitled to indemnification under this Agreement and the Indemnitor shall have
the burden of proof to overcome such presumption.


 


(B)                               The termination of any Proceeding
by conviction, or upon a plea of nolo contendere or its equivalent, or an entry
of an order of probation prior to judgment, creates a rebuttable presumption
that the Indemnitee did not meet the requisite standard of conduct described
herein for indemnification.


 


8.                                      REMEDIES


 


(A)                               In the event that:  (i) a determination is made in
accordance with the provisions of paragraph 6 that the Indemnitee is not
entitled to indemnification under this Agreement, or (ii) advancement of
reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment
of indemnification due the Indemnitee under this Agreement is not timely made,
the Indemnitee shall be entitled to an adjudication in an appropriate court of
competent jurisdiction of such Indemnitee’s entitlement to such indemnification
or advancement of Expenses.


 


(B)                               In the event that a determination
shall have been made pursuant to paragraph 6 of this Agreement that the
Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this paragraph 8 shall be


 


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conducted
in all respects as a de novo trial on the merits.  The fact that a determination had been made
earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not
entitled to indemnification shall not be taken into account in any judicial
proceeding commenced pursuant to this paragraph 8 and the Indemnitee shall not
be prejudiced in any way by reason of that adverse determination.  In any judicial proceeding commenced pursuant
to this paragraph 8, the Indemnitor shall have the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of Expenses, as
the case may be.


 


(C)                               If a determination shall have been
made or deemed to have been made pursuant to this Agreement that the Indemnitee
is entitled to indemnification, the Indemnitor shall be bound by such
determination in any judicial proceeding commenced pursuant to this paragraph
8, absent:  (i) a misstatement by
the Indemnitee of a material fact, or an omission of a material fact necessary
to make the 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 Indemnitor shall be precluded
from asserting in any judicial proceeding commenced pursuant to this paragraph
8 that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Indemnitor is
bound by all the provisions of this Agreement.


 


(E)                                In the event that the Indemnitee,
pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, if
successful on the merits or otherwise as to all or less than all claims, issues
or matters in such judicial adjudication, the Indemnitee shall be entitled to
recover from the Indemnitor, and shall be indemnified by the Indemnitor
against, any and all reasonable Expenses actually incurred by such Indemnitee
in connection with each successfully resolved claim, issue or matter.


 


9.                                      NOTIFICATION
AND DEFENSE OF CLAIMS


 


The Indemnitee agrees promptly to
notify the Indemnitor 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, but the failure so to notify the Indemnitor will
not relieve the Indemnitor from any liability that the Indemnitor may have to
Indemnitee under this Agreement unless the Indemnitor is materially prejudiced
thereby.  With respect to any such
Proceeding as to which Indemnitee notifies the Indemnitor of the commencement
thereof:


 


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(A)                              The Indemnitor will be entitled to
participate therein at its own expense.


 


(B)                               Except as otherwise provided below, the Indemnitor will be
entitled to assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee.  After notice from the
Indemnitor to Indemnitee of the Indemnitor’s election to assume the defense
thereof, the Indemnitor will not be liable to Indemnitee under this Agreement
for any legal or other expenses subsequently incurred by Indemnitee in
connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. 
Indemnitee shall have the right to employ Indemnitee’s own counsel in
such Proceeding, but the fees and disbursements of such counsel incurred after
notice from the Indemnitor of the Indemnitor’s assumption of the defense
thereof shall be at the expense of Indemnitee unless (a) the employment of
counsel by the Indemnitee has been authorized by the Indemnitor, (b) the
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Indemnitor and the Indemnitee in the conduct of the
defense of such action, (c) such Proceeding seeks penalties or other
relief against the Indemnitee with respect to which the Indemnitor could not
provide monetary indemnification to the Indemnitee (such as injunctive relief
or incarceration) or (d) the Indemnitor shall not in fact have employed
counsel to assume the defense of such action, in each of which cases the fees
and disbursements of counsel shall be at the expense of the Indemnitor.  The Indemnitor shall not be entitled to
assume the defense of any Proceeding brought by or on behalf of the Indemnitor,
or as to which the Indemnitee shall have reached the conclusion specified in
clause (b) above, or which involves penalties or other relief against the
Indemnitee of the type referred to in clause (c) above.


 


(C)                                The Indemnitor shall not be liable
to indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of any action or claim effected without the Indemnitor’s written
consent.  The Indemnitor shall not settle
any action or claim in any manner that would impose any penalty or limitation
on the Indemnitee without the Indemnitee’s written consent.  Neither the Indemnitor nor Indemnitee will unreasonably
withhold or delay consent to any proposed settlement.


 


10.                               NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE SUBROGATION


 


(A)                               The rights of indemnification and
to receive advancement of reasonable Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which the Indemnitee may
at any time be entitled under applicable law, the Charter, the Bylaws, any
other agreement, a vote of stockholders, a resolution of the Board of Directors
or otherwise, except that 


 


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any
payments otherwise required to be made by the Indemnitor hereunder shall be
offset by any and all amounts received by the Indemnitee from any other
indemnitor or under one or more liability insurance policies maintained by an
indemnitor or otherwise and shall not be duplicative of any other payments
received by an Indemnitee from the Indemnitor in respect of the matter giving
rise to the indemnity hereunder; provided, however, that if indemnification rights
are provided by an Additional Indemnitor as defined in Section 18(B) hereof,
such Section shall govern.  No
amendment, alteration or repeal of this Agreement or any provision hereof shall
be effective as to the Indemnitee with respect to any action taken or omitted
by the Indemnitee prior to such amendment, alteration or repeal.


 


(B)                               To the extent that the Company
maintains an insurance policy or policies providing liability insurance for
directors and officers of the Company, 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 and upon any “Change in Control” the Company shall
use commercially reasonable efforts to obtain or arrange for continuation
and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at
such time.


 


(C)                               Except as otherwise provided in Section 18(B) hereof,
in the event of any payment under this Agreement, the Indemnitor shall be
subrogated to the extent of such payment to all of the rights of recovery of
the Indemnitee, who shall execute all papers required and take all actions
necessary to secure such rights, including execution of such documents as are
necessary to enable the Indemnitor to bring suit to enforce such rights.


 


(D)                               Except as otherwise provided in Section 18(B) hereof,
the Indemnitor shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent that the
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement, or otherwise.


 


11.                               CONTINUATION
OF INDEMNITY


 


(A)                               All agreements and obligations of
the Indemnitor contained herein shall continue during the period the Indemnitee
is an officer or a member of the Board of Directors of the Company and shall
continue thereafter so long as the Indemnitee shall be subject to any
threatened, pending or completed Proceeding by reason of such Indemnitee’s
Corporate Status and during the period of statute of limitations for any act or
omission occurring during the Indemnitee’s term of Corporate Status.  This Agreement shall be binding upon the
Indemnitor and its respective successors and assigns and shall inure to the


 


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benefit of
the Indemnitee and such Indemnitee’s heirs, executors and administrators.


 


(B)                               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
reasonably 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.


 


12.                               SEVERABILITY


 


If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever, (i) the validity, legality,
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any paragraph 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 (ii) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any paragraph
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 by the provisions held
invalid, illegal or unenforceable.


 


13.                               EXCEPTIONS
TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES


 


Notwithstanding
any other provisions of this Agreement, the Indemnitee shall not be entitled to
indemnification or advancement of reasonable Expenses under this Agreement with
respect to (i) any Proceeding initiated by such Indemnitee against the
Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof, or
(ii) any Proceeding for an accounting of profits arising from the purchase
and sale by Indemnitee of securities of the Company in violation of
Section 16(b) of the Exchange Act, rules and regulations
promulgated thereunder, or any similar provisions of any federal, state or
local statute.


 


14.          NOTICE TO
THE COMPANY STOCKHOLDERS


 


Any
indemnification of, or advancement of reasonable Expenses, to an Indemnitee in
accordance with this Agreement, if arising out of a Proceeding by or in the
right of the Company, shall be reported in writing to the stockholders of the
Company with the notice of the next Company stockholders’ meeting or prior to
the meeting.


 


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15.          HEADINGS


 


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.


 


16.          MODIFICATION
AND WAIVER


 


No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by each 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.


 


17.          NOTICES


 


All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by
hand and received by the party to whom said notice or other communication shall
have been directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, if so delivered or mailed, as the case may be, to the following
addresses:


 


If to the
Indemnitee, to the address set forth in the records of the Company.


 


If to the
Indemnitor, to:


 


Walker &
Dunlop, Inc.


7501
Wisconsin Avenue


Suite 1200


Bethesda,
MD 20814


Attention:  Chairman, President and Chief Executive
Officer


Fax
No.:     (301) 215-5500


 


or to such
other address as may have been furnished to the Indemnitee by the Indemnitor or
to the Indemnitor by the Indemnitee, as the case may be.


 


18.          CONTRIBUTION


 


(A)                               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,
penalties, fines and settlements and reasonable expenses actually incurred by
or on behalf of an Indemnitee, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed 


 


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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).


 


(B)                               The Company acknowledges and agrees that as between the
Company and any other entity that has provided indemnification rights in
respect of Indemnitee’s service as a director of the Company at the request of
such entity (an “Additional Indemnitor”), the Company shall be primarily liable
to Indemnitee as set forth in this Agreement for any indemnification claim
(including, without limitation, any claim for advancement of Expenses) by
Indemnitee in respect of any Proceeding for which Indemnitee is entitled to
indemnification hereunder.  In the event
the Additional Indemnitor is liable to any extent to Indemnitee by virtue of
indemnification rights provided by the Additional Indemnitor to Indemnitee in
respect of Indemnitee’s service on the Board at the request of the Additional
Investor and Indemnitee is also entitled to indemnification under this
Agreement (including, without limitation, for advancement of Expenses) as a
result of any Proceeding, the Company shall pay, in the first instance, the
entire amount of any indemnification claim (including, without limitation, any
claim for advancement of Expenses) brought by the Indemnitee against the
Company under this Agreement (including, without limitation, any claim for
advancement of Expenses) without requiring the Additional Indemnitor to
contribute to such payment and the Company hereby waives and relinquishes any
right of contribution, subrogation or any other right of recovery of any kind
it may have against the Additional Indemnitor in respect thereof.  The
Company further agrees that no advancement or payment by the Additional
Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought
indemnification from the Company shall affect the foregoing and the Additional
Indemnitor shall be subrogated to the extent of such advancement or payment to
all of the rights of recovery of Indemnitee against the Company.


 


19.          GOVERNING LAW


 


The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Maryland, without
application of the conflict of laws principles thereof.


 


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20.          NO
ASSIGNMENTS


 


The
Indemnitee may not assign its rights or delegate obligations under this
Agreement without the prior written consent of the Indemnitor.  Any assignment or delegation in violation of
this paragraph 19 shall be null and void.


 


21.          NO THIRD
PARTY RIGHTS


 


Except
for the rights of an Additional Indemnitor under paragraph 18(B) hereof:
(a), nothing expressed or referred to in this Agreement will be construed to
give any person other than the parties to this Agreement any legal or equitable
right, remedy or claim under or with respect to this Agreement or any provision
of this Agreement; and (b) this Agreement and all of its provisions are
for the sole and exclusive benefit of the parties to this Agreement and their
successors and permitted assigns.


 


22.          COUNTERPARTS


 


This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together constitute an agreement binding
on all of the parties hereto.


 


[Signature page follows]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


 


	
   

  	
  WALKER & DUNLOP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William M.
  Walker

  
	
   

  	
  Title:

  	
  Chairman,
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: