EX-10.51








    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 further adjusted by reference to the relative fault of 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, in connection with the events
    that resulted in such expenses, judgments, fines or amounts paid
    in settlement, as well as any other equitable considerations.
    The relative fault of 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,
    shall be determined by reference to, among other things, the
    degree to which their actions were motivated by intent to gain
    personal profit or advantage, the degree to which their
    liability is primary or secondary, and the degree to which their
    conduct is active or passive.



 



    Section 2.  Determination
    that Indemnitee is Entitled to Indemnification; Right of
    Indemnitee to Enforce Indemnification and Advancement
    Obligations.



 



    (a) To obtain indemnification under this Agreement,
    Indemnitee shall submit to the Company a written request
    therefor. A determination, if required by applicable law, with
    respect to Indemnitee’s entitlement thereto shall be made
    in the specific case and within 50 days after the
    Indemnitee’s written request therefor, by the Board of
    Directors in accordance with any applicable provisions of the
    MGCL or, at the election of the




    

    2








 






    Indemnitee, by special legal counsel (which counsel shall be
    selected by the Board of Directors if required by the MGCL) in a
    written opinion to the Board, a copy of which shall be delivered
    to Indemnitee. Such special legal counsel shall be a law firm,
    or a member of a law firm, that is experienced in matters of
    corporation law and neither presently is, nor in the past two
    years has been, retained to represent (i) the Company or
    the Indemnitee in any matter material to either party, or
    (ii) any other party to the Proceeding giving rise to a
    claim for indemnification hereunder. The Indemnitee shall be
    entitled to object to the Board’s selection of special
    legal counsel if the counsel so selected does not meet the
    requirements for independence set forth in this
    Section 2(a); if Indemnitee shall so object (which right of
    objection may be exercised no more than two times), the Board of
    Directors shall designate an alternative special legal counsel
    that meets the requirements for independence set forth in this
    Section 2(a).



 



    (b) 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 special legal 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.



 



    (c) If a claim under (x) Section 1(a) or 1(b) of
    this Agreement, with respect to any right to indemnification is
    not paid in full by the Company within sixty (60) days
    after a written claim for indemnification has been received by
    the Company, or (y) Section 1(c) of this Agreement
    (provided the Indemnitee has provided the undertaking
    contemplated thereby), with respect to any right to the
    Advancement of Expenses is not paid in full by the Company
    within twenty (20) days after a written claim for
    Advancement of Expenses is received by the Company, then the
    Indemnitee shall be entitled at any time thereafter to bring
    suit against the Company to recover the unpaid amount of any
    such claim. If successful in whole or in part in any such suit,
    the Indemnitee shall be entitled additionally to be paid, and to
    seek as an award in connection with any such suit, the cost and
    expenses (including reasonable attorneys’ fees) actually
    incurred by Indemnitee in prosecuting such suit. Neither the
    failure of the Company (including its Board or special legal
    counsel) to have made a determination prior to the commencement
    of such suit that indemnification of the Indemnitee is proper in
    the circumstances because the Indemnitee has met any applicable
    standard of conduct set forth in the MGCL, nor an actual
    determination by the Company (including its Board or special
    legal counsel) that the Indemnitee has not met any such
    applicable standard of conduct, shall be a defense to the suit
    or create a presumption for purposes thereof that the Indemnitee
    has not met any applicable standard of conduct necessary for
    indemnification by the Company as authorized by the MGCL.



 



    (d) In any suit brought by the Indemnitee seeking to
    enforce a right to indemnification or to an Advancement of
    Expenses under this Agreement, the burden shall be on the
    Company to prove that the Indemnitee is not entitled to be
    indemnified or to receive such Advancement of Expenses under
    this Agreement.



 



    Section 3.  Rights
    Not Exclusive.   The rights provided hereunder
    shall not be deemed exclusive of any other right to which the
    Indemnitee may be entitled or hereafter may acquire under any
    statute, provision of the Company’s Charter or Bylaws, each
    as from time to time amended, agreement, vote of shareholders,
    or determination by disinterested directors or special legal
    counsel or otherwise, and shall continue as to the Indemnitee
    after the Indemnitee has ceased to serve in his or her Official
    Capacity or as otherwise set forth in this Agreement and shall
    inure to the benefit of the Indemnitee’s heirs, executors,
    administrators, conservators and guardians.



 



    Section 4.  D&O
    Insurance.



 



    (a) The Company hereby covenants and agrees that, so long
    as Indemnitee shall continue to serve in his or her Official
    Capacity and thereafter so long as Indemnitee shall be subject
    to any possible, threatened, pending or completed Proceeding
    arising out of, relating to, based upon, in connection with or
    due to the fact




    

    3








 






    that Indemnitee was serving in such Official Capacity, the
    Company shall maintain in full force and effect or provide
    through a corporate affiliate or otherwise for Indemnitee to be
    covered by directors’ and officers’ liability
    insurance in a commercially reasonable amount issued by one or
    more financially sound and reputable insurers (the
    “D&O Insurance”).



 



    (b) With respect to the obligations of the Company to
    maintain D&O Insurance as set forth in this Section 4,
    the Company shall not be obligated to make annual premium
    payments for any such insurance to the extent that such premiums
    exceed 200% of the premiums being paid by or for the benefit of
    the Company as of the date hereof for such insurance and, if
    such premiums for such insurance would at any time exceed 200%
    of such current premium, then the Company shall cause to be
    maintained policies of insurance which, in the good faith
    determination of the Board, provide the maximum coverage
    available at an annual premium equal to 200% of such current
    premium.



 



    (c) The provision of D&O Insurance as provided in this
    Section 4 shall be in addition to the Company’s
    obligations under Section 1 and shall not be deemed to be
    in satisfaction of those obligations.



 



    Section 5.  Settlement.  The
    Company shall not settle any Proceeding in any manner which
    would impose any fine, penalty or any obligation on the
    Indemnitee without the Indemnitee’s prior written consent.
    The Indemnitee shall not unreasonably withhold consent to any
    proposed settlement.



 



    Section 6.  Severability.  In
    the event that any provision of this Agreement is determined by
    a court to require the Company to do or to fail to do an act
    which is in violation of applicable law, such provision shall be
    limited or modified in its application to the minimum extent
    necessary to avoid a violation of law, and, as so limited or
    modified, such provision and the balance of this Agreement shall
    be enforceable in accordance with their terms.



 



    Section 7.  Choice
    of Law.  This Agreement shall be governed by and
    construed and enforced in accordance with the internal laws of
    the State of Maryland, including applicable statutes of
    limitations and other procedural statutes.



 



    Section 8.  Successor
    and Assigns.  This Agreement shall be
    (i) binding upon all successors and assigns of the Company
    (including any transferee of all or substantially all of its
    assets and successor by merger, consolidation or otherwise by
    operation of law) and (ii) shall be binding on and inure to
    the benefit of the heirs, executors, administrators,
    conservators and guardians of Indemnitee.



 



    Section 9.  Amendment.  No
    amendment, modification, supplement, or repeal of this Agreement
    or any provision hereof shall be binding unless executed in
    writing by both 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. No
    amendment, modification, supplement, or repeal of this Agreement
    or of any provision hereof shall limit or restrict any rights of
    the Indemnitee under this Agreement in respect of any action
    taken or omitted by the Indemnitee in or by reason of the
    Indemnitee’s Official Capacity prior to such amendment,
    modification, supplement or repeal.



 



    Section 10.  Waiver
    of Jury Trial.  The Company and the Indemnitee
    hereby waive any rights either may have to trial by jury in
    respect of any litigation arising out of, relating to, based
    upon or in connection with this Agreement.



 



    Section 11.  Limitation
    of Liability.  The Indemnitee shall not be
    personally liable to the Company or its shareholders for
    monetary damages; provided, however, that the foregoing shall
    not eliminate or limit the liability of the Indemnitee:
    (i) to the extent that it is proved that the person
    actually received an improper benefit or profit in money,
    property, or services, for the amount of the benefit or profit
    in money, property, or services actually received; or
    (ii) to the extent that a judgment or other final
    adjudication adverse to the person is entered in a proceeding
    based on a finding in the proceeding that the person’s
    action or failure to act was the result of active and deliberate
    dishonesty and was material to the cause of action adjudicated
    in the proceeding. If Maryland law shall be amended to permit
    further elimination or limitation of the personal liability of
    directors, then the liability of the Indemnitee shall,
    automatically, without any further action, be eliminated or
    limited to the fullest extent permitted by Maryland law as so
    amended.




    

    4








 






    Section 12.  Effect
    of Federal Laws.  Notwithstanding any other
    provisions contained herein, this Agreement is subject to the
    requirements and limitations set forth in federal laws, rules,
    regulations and orders regarding indemnification and advancement
    of expenses.



 



    IN WITNESS WHEREOF, the Company and the Indemnitee have
    executed this Indemnification Agreement as of the day and year
    first set forth above.



 



    DEERFIELD CAPITAL CORP.



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 



    INDEMNITEE



 






    Name:     




    

    5