PHH CORPORATION (NYSE:PHH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Director and Officer Indemnification Agreements
On August22, 2017, PHH Corporation (the “Company”) entered into separate indemnification agreements (each, a “2017 Indemnification Agreement”) with Mr.James C. Neuhauser, Mr.Kevin Stein and Ms.Kathleen Williamson (each, an “Indemnified Person”). As previously disclosed, Messrs.Neuhauser and Stein were elected to serve as members of the Company’s Board of Directors effective June28, 2017 and Ms.Williamson was appointed Senior Vice President and Chief Human Resources Officer of the Company effective July1, 2017.
The Company has to the 2017 Indemnification Agreements agreed to indemnify and advance expenses and costs incurred by each Indemnified Person in connection with any claims, suits or proceedings arising as a result of his or her service as a director or officer, to the maximum extent permitted by law, including third-party claims and proceedings brought by or in right of the Company. The 2017 Indemnification Agreements additionally provide, among other things, that the applicable Indemnified Person is entitled to indemnification and expense advance in connection with a successful action brought by such Indemnified Person to enforce the terms of the 2017 Indemnification Agreement.
The 2017 Indemnification Agreements also provide that (a)except for a proceeding by such Indemnified Person, the Company has the right to defend the applicable Indemnified Person in any proceeding which may give rise to indemnification under the 2017 Indemnification Agreement and (b)each Indemnified Person has the right to separate counsel in certain proceedings involving separate defenses, counterclaims or other conflicts of interest and in proceedings in which the Company fails to assume the defense of the applicable Indemnified Person in a timely manner. The 2017 Indemnification Agreements further require the Company to use its reasonable best efforts to acquire directors and officers liability insurance covering each Indemnified Person for any claim made against the applicable Indemnified Person by reason of his or her service to the Company.
The 2017 Indemnification Agreements are substantially identical to the indemnification agreements entered into by all other current directors and executive officers of the Company, the form of which is attached as Exhibit10.1 to the Company’s Current Report on Form8-K filed with the United States Securities and Exchange Commission on December21, 2015 (the “FormIndemnification Agreement”). Particularly, the 2017 Indemnification Agreements are identical to the FormIndemnification Agreement, except solely for the absence of provisions included in the FormIndemnification Agreement that served to terminate prior separate indemnification agreements to which the then-current executive officers and directors of the Company were a party.
The foregoing description of the 2017 Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the FormIndemnification Agreement.
