**EXHIBIT10.51****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (the “Agreement”) is made as of February 2nd, 2006, byand between American Reprographics Company, a Delaware corporation (the “Company”), andDewitt Kerry McCluggage (the “Indemnitee”).**RECITALS**     The Company and Indemnitee recognize the increasing difficulty in obtaining liabilityinsurance for directors, officers and key employees, the significant increases in the cost of suchinsurance and the general reductions in the coverage of such insurance. The Company and Indemniteefurther recognize the substantial increase in corporate litigation in general, subjectingdirectors, officers and key employees to expensive litigation risks at the same time as theavailability and coverage of liability insurance has been severely limited. Indemnitee does notregard the current protection available as adequate under the present circumstances, and Indemniteeand agents of the Company may not be willing to continue to serve as agents of the Company withoutadditional protection. The Company desires to attract and retain the services of highly qualifiedindividuals, such as Indemnitee, and to indemnify its directors, officers and key employees so asto provide them with the maximum protection permitted by law.**AGREEMENT**     In consideration of the mutual promises made in this Agreement, and for other good andvaluable consideration, receipt of which is hereby acknowledged, the Company and Indemnitee herebyagree as follows:     **1. ****Indemnification**.          **(a)****Third Party Proceedings**. The Company shall indemnify Indemnitee if Indemnitee isor was a party or is threatened to be made a party to any threatened, pending or completed action,suit or proceeding, whether civil, criminal, administrative or investigative (other than an actionby or in the right of the Company) by reason of the fact that Indemnitee is or was a director,officer, employee or agent of the Company, or any subsidiary of the Company, by reason of anyaction or inaction on the part of Indemnitee while an officer or director or by reason of the factthat Indemnitee is or was serving at the request of the Company as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if suchsettlement is approved in advance by the Company, which approval shall not be unreasonablywithheld) actually and reasonably incurred by Indemnitee in connection with such action, suit orproceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to bein or not opposed to the best interests of the Company, and, with respect to any criminal action orproceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The terminationof any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea ofnolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee didnot act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposedto the best interests of the Company, or, with respect
 

 
to any criminal action or proceeding, that Indemnitee had reasonable cause to believe thatIndemnitee’s conduct was unlawful.          **(b)****Proceedings By or in the Right of the Company**. The Company shall indemnifyIndemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened,pending or completed action or proceeding by or in the right of the Company or any subsidiary ofthe Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was adirector, officer, employee or agent of the Company, or any subsidiary of the Company, by reason ofany action or inaction on the part of Indemnitee while an officer or director or by reason of thefact that Indemnitee is or was serving at the request of the Company as a director, officer,employee or agent of another corporation, partnership, joint venture, trust or other enterprise,against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amountspaid in settlement (if such settlement is approved in advance by the Company, which approval shallnot be unreasonably withheld), in each case to the extent actually and reasonably incurred byIndemnitee in connection with the defense or settlement of such action or suit if Indemnitee actedin good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the bestinterests of the Company and its stockholders, except that no indemnification shall be made inrespect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated bycourt order or judgment to be liable to the Company in the performance of Indemnitee’s duty to theCompany and its stockholders unless and only to the extent that the court in which such action orproceeding is or was pending shall determine upon application that, in view of all thecircumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for suchexpenses which such court shall deem proper.          **(c)****Mandatory Payment of Expenses**. To the extent that Indemnitee has been successfulon the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1(a)or Section 1(b) or the defense of any claim, issue or matter therein, Indemnitee shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred byIndemnitee in connection therewith.     **2. ****No Employment Rights**. Nothing contained in this Agreement is intended to create inIndemnitee any right to continued employment.     **3. ****Expenses; Indemnification Procedure**.          **(a)****Advancement of Expenses**. The Company shall advance all expenses incurred byIndemnitee in connection with the investigation, defense, settlement or appeal of any civil orcriminal action, suit or proceeding referred to in Section l(a) or Section 1(b) hereof (includingamounts actually paid in settlement of any such action, suit or proceeding). Indemnitee herebyundertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately bedetermined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby.          **(b)****Notice/Cooperation by Indemnitee**. Indemnitee shall, as a condition precedent tohis or her right to be indemnified under this Agreement, give the Company notice in writing as soonas practicable of any claim made against Indemnitee for which indemnification will or could besought under this Agreement. Notice to the Company shall be directed to the
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Chief Executive Officer of the Company and shall be given in accordance with the provisions ofSection 12(d) below. In addition, Indemnitee shall give the Company such information andcooperation as it may reasonably require and as shall be within Indemnitee’s power.     **(c) ****Procedure**. Any indemnification and advances provided for in Section 1 and thisSection 3 shall be made no later than twenty (20) days after receipt of the written request ofIndemnitee. If a claim under this Agreement, under any statute, or under any provision of theCompany’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid in fullby the Company within twenty (20) days after a written request for payment thereof has first beenreceived by the Company, Indemnitee may, but need not, at any time thereafter bring an actionagainst the Company to recover the unpaid amount of the claim and, subject to Section 11 of thisAgreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’fees) of bringing such action. It shall be a defense to any such action (other than an actionbrought to enforce a claim for expenses incurred in connection with any action, suit or proceedingin advance of its final disposition) that Indemnitee has not met the standards of conduct whichmake it permissible under applicable law for the Company to indemnify Indemnitee for the amountclaimed, but the burden of proving such defense shall be on the Company and Indemnitee shall beentitled to receive interim payments of expenses pursuant to Section 3(a) unless and until suchdefense may be finally adjudicated by court order or judgment from which no further right of appealexists. It is the parties’ intention that if the Company contests Indemnitee’s right toindemnification, the question of Indemnitee’s right to indemnification shall be for the court todecide, and neither the failure of the Company (including its Board of Directors, any committee orsubgroup of the Board of Directors, independent legal counsel, or its stockholders) to have made adetermination that indemnification of Indemnitee is proper in the circumstances because Indemniteehas met the applicable standard of conduct required by applicable law, nor an actual determinationby the Company (including its Board of Directors, any committee or subgroup of the Board ofDirectors, independent legal counsel, or its stockholders) that Indemnitee has not met suchapplicable standard of conduct, shall create a presumption that Indemnitee has or has not met theapplicable standard of conduct.     **(d) ****Notice to Insurers**. If, at the time of the receipt of a notice of a claimpursuant to Section 3(b) hereof, the Company has director and officer liability insurance ineffect, the Company shall give prompt notice of the commencement of such proceeding to the insurersin accordance with the procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable action to cause such insurers to pay, on behalf of theIndemnitee, all amounts payable as a result of such proceeding in accordance with the terms of suchpolicies.     **(e) ****Selection of Counsel**. In the event the Company shall be obligated under Section3(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate,shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee,upon the delivery to Indemnitee of written notice of its election so to do. After delivery of suchnotice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,the Company will not be liable to Indemnitee under this Agreement for any fees of counselsubsequently incurred by Indemnitee with respect to the same proceeding, provided that (i)Indemnitee shall have the right to employ counsel in any such proceeding at Indemnitee’s expense;and (ii) if (A) the employment of counsel by Indemnitee has been
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previously authorized by the Company, (B) Indemnitee shall have reasonably concluded thatthere may be a conflict of interest between the Company and Indemnitee in the conduct of any suchdefense or (C) the Company shall not, in fact, have employed counsel to assume the defense of suchproceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of theCompany.     **4. ****Additional Indemnification Rights; Nonexclusivity**.          **(a)****Scope**. Notwithstanding any other provision of this Agreement, the Company herebyagrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding thatsuch indemnification is not specifically authorized by the other provisions of this Agreement, theCompany’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of anychange, after the date of this Agreement, in any applicable law, statute, or rule which expands theright of a Delaware corporation to indemnify a member of its board of directors or an officer, suchchanges shall be deemed to be within the purview of Indemnitee’s rights and the Company’sobligations under this Agreement. In the event of any change in any applicable law, statute orrule which narrows the right of a Delaware corporation to indemnify a member of its board ofdirectors or an officer, such changes, to the extent not otherwise required by such law, statute orrule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rightsand obligations hereunder.          **(b)****Nonexclusivity**. The indemnification provided by this Agreement shall not bedeemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificateof Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested members ofthe Company’s Board of Directors, the General Corporation Law of the State of Delaware, orotherwise, both as to action in Indemnitee’s official capacity and as to action in another capacitywhile holding such office. The indemnification provided under this Agreement shall continue as toIndemnitee for any action taken or not taken while serving in an indemnified capacity even thoughhe or she may have ceased to serve in any such capacity at the time of any action, suit or othercovered proceeding.     **5. ****Partial Indemnification**. If Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of the expenses, judgments, finesor penalties actually or reasonably incurred in the investigation, defense, appeal or settlement ofany civil or criminal action, suit or proceeding, but not, however, for the total amount thereof,the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments,fines or penalties to which Indemnitee is entitled.     **6. ****Mutual Acknowledgment**. Both the Company and Indemnitee acknowledge that in certaininstances, Federal law or public policy may override applicable state law and prohibit the Companyfrom indemnifying its directors and officers under this Agreement or otherwise. For example, theCompany and Indemnitee acknowledge that the Securities and Exchange Commission (the “SEC”)has taken the position that indemnification is not permissible for liabilities arising undercertain federal securities laws, and federal legislation prohibits indemnification for certainERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may berequired in the future to undertake with the SEC to submit
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the question of indemnification to a court in certain circumstances for a determination of theCompany’s right under public policy to indemnify Indemnitee.     **7. ****Officer and Director Liability Insurance**. The Company shall, from time to time,make the good faith determination whether or not it is practicable for the Company to obtain andmaintain a policy or policies of insurance with reputable insurance companies providing theofficers and directors of the Company with coverage for losses from wrongful acts, or to ensure theCompany’s performance of its indemnification obligations under this Agreement. Among otherconsiderations, the Company will weigh the costs of obtaining such insurance coverage against theprotection afforded by such coverage. In all policies of director and officer liability insurance,Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rightsand benefits as are accorded to the most favorably insured of the Company’s directors, ifIndemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of theCompany but is an officer; or of the Company’s key employees, if Indemnitee is not an officer ordirector but is a key employee. Notwithstanding the foregoing, the Company shall have noobligation to obtain or maintain such insurance if the Company determines in good faith that suchinsurance is not reasonably available, if the premium costs for such insurance are disproportionateto the amount of coverage provided, if the coverage provided by such insurance is limited byexclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similarinsurance maintained by a parent or subsidiary of the Company.     **8. ****Severability**. Nothing in this Agreement is intended to require or shall beconstrued as requiring the Company to do or fail to do any act in violation of applicable law. TheCompany’s inability, pursuant to court order, to perform its obligations under this Agreement shallnot constitute a breach of this Agreement. The provisions of this Agreement shall be severable asprovided in this Section 8. If this Agreement or any portion hereof shall be invalidated on anyground by any court of competent jurisdiction, then the Company shall nevertheless indemnifyIndemnitee to the full extent permitted by any applicable portion of this Agreement that shall nothave been invalidated, and the balance of this Agreement not so invalidated shall be enforceable inaccordance with its terms.     **9. ****Exceptions**. Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement:          **(a)****Claims Initiated by Indemnitee**. To indemnify or advance expenses to Indemniteewith respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by wayof defense, except with respect to proceedings brought to establish or enforce a right toindemnification under this Agreement or any other statute or law or otherwise as required underSection 145 of the Delaware General Corporation Law, but such indemnification or advancement ofexpenses may be provided by the Company in specific cases if the Board of Directors finds it to beappropriate;          **(b)****Lack of Good Faith**. To indemnify Indemnitee for any expenses incurred byIndemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret thisAgreement, if a court of competent jurisdiction determines that each of the material assertionsmade by Indemnitee in such proceeding was not made in good faith or was frivolous;
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          **(c)****Insured Claims**. To indemnify Indemnitee for expenses or liabilities of any typewhatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, andamounts paid in settlement) to the extent such expenses or liabilities have been paid directly toIndemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurancemaintained by the Company; or          **(d)****Claims under Section 16(b)**. To indemnify Indemnitee for expenses or the paymentof profits arising from the purchase and sale by Indemnitee of securities in violation of Section16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.     **10. ****Construction of Certain Phrases**.          **(a)**For purposes of this Agreement, references to the “Company” shall include, inaddition to the resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, and employees or agents,so that if Indemnitee is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, Indemnitee shall stand in the same position under the provisions of this Agreement withrespect to the resulting or surviving corporation as Indemnitee would have with respect to suchconstituent corporation if its separate existence had continued.          **(b)**For purposes of this Agreement, references to “other enterprises” shall includeemployee benefit plans; references to “fines” shall include any excise taxes assessed onIndemnitee with respect to an employee benefit plan; and references to “serving at the requestof the Company” shall include any service as a director, officer, employee or agent of theCompany which imposes duties on, or involves services by, such director, officer, employee or agentwith respect to an employee benefit plan, its participants, or beneficiaries; and if Indemniteeacted in good faith and in a manner Indemnitee reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to haveacted in a manner “not opposed to the best interests of the Company” as referred to in thisAgreement.     **11. ****Attorneys’ Fees**. In the event that any action is instituted by Indemnitee underthis Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to bepaid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemniteewith respect to such action, unless as a part of such action, the court of competent jurisdictiondetermines that each of the material assertions made by Indemnitee as a basis for such action werenot made in good faith or were frivolous. In the event of an action instituted by or in the nameof the Company under this Agreement or to enforce or interpret any of the terms of this Agreement,Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees,incurred by Indemnitee in defense of such action (including with respect to Indemnitee’scounterclaims and cross-claims made in such action), unless as a part of such action the courtdetermines that each of Indemnitee’s material defenses to such action were made in bad faith orwere frivolous.
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     **12. ****Miscellaneous**.          **(a)****Governing Law**. This Agreement and all acts and transactions pursuant hereto andthe rights and obligations of the parties hereto shall be governed, construed and interpreted inaccordance with the laws of the State of Delaware, without giving effect to principles of conflictof law.          **(b)****Entire Agreement; Enforcement of Rights**. This Agreement sets forth the entireagreement and understanding of the parties relating to the subject matter herein and merges allprior discussions between them. No modification of or amendment to this Agreement, nor any waiverof any rights under this Agreement, shall be effective unless in writing signed by the parties tothis Agreement. The failure by either party to enforce any rights under this Agreement shall notbe construed as a waiver of any rights of such party.          **(c)****Construction**. This Agreement is the result of negotiations between and has beenreviewed by each of the parties hereto and their respective counsel, if any; accordingly, thisAgreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall beconstrued in favor of or against any one of the parties hereto.          **(d)****Notices**. Any notice, demand or request required or permitted to be given underthis Agreement shall be in writing and shall be deemed sufficient when delivered personally or sentby telegram or fax, or forty-eight (48) hours after being deposited in the U.S. mail, as certifiedor registered mail, with postage prepaid, and addressed to the party to be notified at such party’saddress as set forth below or as subsequently modified by written notice.          **(e)****Counterparts**. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original and all of which together shall constitute one instrument.          **(f)****Successors and Assigns**. This Agreement shall be binding upon the Company and itssuccessors and assigns, and inure to the benefit of Indemnitee and Indemnitee’s heirs, legalrepresentatives and assigns.          **(g)****Subrogation**. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shallexecute all documents required and shall do all acts that may be necessary to secure such rightsand to enable the Company to effectively bring suit to enforce such rights.[Signature Page Follows]
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     The parties hereto have executed this Agreement as of the day and year set forth on the firstpage of this Agreement.       **AMERICAN REPROGRAPHICS COMPANY**  a Delaware corporation       By:      /s/ S. Chandramohan       Name:         Sathiyamurthy Chandramohan  Title:           Chief Executive Officer  Address:     700 North Central Avenue, Suite 550                       Glendale, California 91203AGREED TO AND ACCEPTED:     **DEWITT KERRY MCCLUGGAGE**            /s/ Dewitt Kerry McCluggage     (Signature)         Address: 6565 Sunset Boulevard, Suite 412    Los Angeles, California 90028  
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