Exhibit 10.51
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is
made and entered into as
of ,
2009, by and between Deerfield Capital Corp., a Maryland
corporation (the “Company”), and the undersigned (the
“Indemnitee”).
WHEREAS
, the Indemnitee is
currently serving as a member of the board of directors of the
Company (the “Board”) and/or as an officer of the
Company and has agreed to continue to diligently serve the Company
in such capacity;
WHEREAS
, in order to induce
Indemnitee to continue to serve in such capacity, the Company
wishes to grant and secure to Indemnitee as permitted by
Section 2-418 of the Corporations and Associations Article of
the Annotated Code of Maryland (the “MGCL”)
indemnification and advancement rights to the fullest extent
permitted by Maryland law as the same exist or may hereafter be
revised, whether or not expressly provided for in the
Company’s Charter, Bylaws or other provisions of the
MGCL.
NOW,
THEREFORE ,
in consideration of the Indemnitee’s agreement to diligently
serve the Company and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section
1.
Indemnification and Advancement Expenses.
(a) If the
Indemnitee is made a party or is threatened to be made a party to
or is otherwise involved, whether or not a party thereto, in any
possible, threatened, pending or completed action, suit, demand,
arbitration, or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a “Proceeding”) or
otherwise incurs, suffers, sustains or becomes subject to any
expense, liability, damage, costs, obligations, penalties, claims
or losses (including, without limitation, attorneys’ fees and
expenses, judgments, fines, Employee Retirement and Income Security
Act excise taxes or penalties and amounts paid or to be paid in
settlement) (collectively, “Losses”), arising out of,
relating to, based upon, in connection with or due to the fact that
the Indemnitee is or was serving as a director (including, without
limitation, as a member of any committee of the Board) and/or
officer of the Company, any predecessor of the Company or any
subsidiary of the Company, or is or was serving at the request of
the Company as a director, trustee or officer of another
corporation, partnership, joint venture, trust, or other
enterprise, including service with respect to an employee benefit
plan (such service as a director, committee member, officer or
other service at the request of the Company being referred to
collectively as the “Official Capacity” of the
Indemnitee), the Indemnitee shall be indemnified and held harmless
by the Company to the fullest extent permitted by Maryland law
against all Losses incurred, suffered or sustained by the
Indemnitee or to which the Indemnitee became subject in connection
with such service, including without limitation any such Losses
arising, directly or indirectly, out of facts and circumstances in
existence prior to the time the Indemnitee began to serve the
Company in such Official Capacity, whether or not known to or
ascertainable by the Indemnitee at the time such Official Capacity
commenced, except with respect to (i) a Proceeding by or in
the right of the Company to procure a judgment in its favor (other
than as described in Section 1(b)), or (ii) a Proceeding
initiated by or on behalf of the Indemnitee against the Company
(other than as described in Section 2) which Proceeding
was not authorized by the Board (for purposes of this clause (ii),
a compulsory counterclaim by the Indemnitee against the Company in
connection with a Proceeding initiated against the Indemnitee by
the Company shall not be considered to be a Proceeding initiated by
or on behalf of the Indemnitee). Such indemnification as described
in this Section 1(a) shall continue as to the Indemnitee after
the Indemnitee has ceased to serve in his or her Official Capacity
as set forth above, and shall inure to the benefit of the
Indemnitee’s heirs, executors, administrators, conservators
and guardians.
(b) In the case of
a Proceeding by or in the right of the Company or any subsidiary of
the Company to procure a judgment in its favor, the Indemnitee
shall be entitled to indemnification as provided in Section 1,
except in respect of any proceeding in which the Indemnitee shall
have been adjudged liable to the Company
by a court having jurisdiction over
the matter. The Indemnitee shall be entitled to indemnification for
any judgment, fines or amounts paid in settlement to the Company in
connection with such Proceeding.
(c) The rights
conferred upon the Indemnitee by this Agreement shall include the
right to be paid or reimbursed by the Company for any Losses from
time to time incurred, suffered or sustained by the Indemnitee or
to which the Indemnitee became subject in connection with any such
service, including, without limitation, reasonable expenses
actually incurred in connection with any such Proceeding or other
action in advance of its final disposition (hereinafter an
“Advancement of Expenses”); provided ,
however , that such Advancement of Expense shall be made
(without further inquiry by the Company or the Board) upon and only
upon delivery to the Company of (i) a written affirmation by
the Indemnitee of the Indemnitee’s good faith belief that the
standard of conduct necessary for indemnification by the Company as
authorized by the MGCL has been met and (ii) a written
undertaking by or on behalf of the Indemnitee to repay any
Advancement of Expenses if it shall ultimately be determined by a
final, nonappealable judicial decision that the Indemnitee has not
met the applicable standard of conduct necessary for
indemnification under the MGCL. Any such undertaking shall be an
unlimited general obligation of the Indemnitee but need not be
secured and shall be accepted by the Company without reference to
financial ability to make repayment.
(d) If the
Indemnitee is successful, on the merits or otherwise, in defending
one or more but less than all claims, issues or matters in such
Proceeding (including dismissal without prejudice of certain
claims), the Company shall indemnify the Indemnitee against any
Losses including, without limitation, reasonable expenses actually
incurred by the Indemnitee or on the Indemnitee’s behalf in
defending each such successfully resolved, claim, issue, or
matter.
(e) Notwithstanding
any other provision of this Agreement, to the extent that the
Indemnitee, by reason of such Indemnitee’s Official Capacity
is, or is threatened to become, a witness for any reason in any
Proceeding in which such Indemnitee is not a party, such Indemnitee
shall be indemnified against any Losses (and be entitled to
Advancement of Expenses pursuant to clause 1(c) hereof)
including, without limitation, reasonable expenses actually
incurred by or on behalf of such Indemnitee in connection
therewith.
(f) Without
diminishing or impairing the indemnification obligations of the
Company hereunder or under Maryland law or the charter of by-laws
of the Company, if, for any reason, Indemnitee shall elect or be
required to pay all or any portion of any Losses with respect to
which the Company is jointly liable with Indemnitee (or would be if
joined in such Proceeding), to the maximum extent permitted by
Maryland law now or hereafter in force the Company shall contribute
to the amount of such Losses actually incurred and paid or payable
by Indemnitee in proportion to the relative benefits received by
the Company and all officers, directors or employees of the Company
other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, from the transaction from which such
Proceeding arose; provided , however , that the
proportion determined on the basis of relative benefit may, to the
extent necessary to conform to law, be furt
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