Indemnification Agreement between FIRSTPLUS Financial Group, Inc. and Director/Officer

 Exhibit 10.1 FIRSTPLUS Financial Group, Inc. 122 W. John Carpenter Freeway, Suite 450 Irving, Texas 75039 August __, 2007 - ------------------------ c/o FIRSTPLUS Financial Group, Inc. 122 W. John Carpenter Freeway, Suite 450 Irving, Texas 75039 Dear ____________: In consideration of your service as a director and/or officer of FIRSTPLUS Financial Group, Inc., a Nevada corporation (the "Company"), the Company will, to the extent provided herein, indemnify you and hold you harmless from and against any and all "Losses" (as defined below), that you may incur in connection with any "Proceeding" (as defined below) to the fullest extent permitted by law. 1. DEFINITIONS. (a) "Costs and Expenses" means, for the purposes of this Agreement, all direct and indirect costs of any type or nature whatsoever (including, without limitation, any fees and disbursements of your counsel, accountants and other experts and other out-of-pocket costs) actually and reasonably incurred by you in connection with the investigation, preparation, defense or appeal of a Proceeding. (b) "Losses" means all liabilities, Costs and Expenses, amounts of judgments, fines, penalties or excise taxes (or other amounts assessed, surcharged or levied under the Employee Retirement Income Security Act of 1974, as amended) and amounts paid in settlement of or incurred in defense of or otherwise in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, and whether brought by or in the right of the Company or otherwise, and appeals in which you may become involved, as a party or otherwise, by reason of acts or omissions in your capacity as and while serving as a director, officer, employee, agent, fiduciary or representative of the Company or any Related Entity. (c) "Proceeding" means, for the purposes of this Agreement, any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (including an action brought by or in the right of the Company) in which you may be or may have been involved as a party or otherwise, by reason of the fact that you are or were a director or officer of the Company, by reason of any action taken by you or of any inaction on your part while acting as such director or officer or by reason of the fact that you are or were serving at the request of the Company as a director, officer, employee, agent, fiduciary or representative of a Related Entity whether or not you were serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.  (d) "Related Entity" means any corporation, partnership, joint venture, trust or other entity or enterprise in which the Company is in any way interested, or in or as to which you are serving at the Company's request or on its behalf, as a director, officer, employee, agent, fiduciary or representative including, but not limited to, any employee benefit plan or any corporation of which the Company or any Related Entity is, directly or indirectly, a stockholder or creditor. 2. AGREEMENT TO SERVE. You agree to serve or continue to serve as a director and/or officer of the Company to the best of your abilities at the will of the Company or under separate contract, if such contract exists, for so long as you are duly elected or appointed and qualified or until such time as you tender your resignation in writing. Nothing contained in this Agreement is intended to create in you any right to continued employment. 3. INDEMNIFICATION. (a) THIRD PARTY PROCEEDINGS. To the fullest extent permitted by law, the Company shall indemnify you against Losses actually and reasonably incurred by you in connection with a Proceeding (other than a Proceeding by or in the right of the Company) if (i) you are not liable pursuant to NRS 78.138 or (ii) you acted in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe your conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that you are liable pursuant to NRS 78.138 or did not act in good faith and in a manner that you reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, had reasonable cause to believe that your conduct was unlawful. (b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by law, the Company shall indemnify you against Losses, actually and reasonably incurred by you in connection with a Proceeding by or in the right of the Company to procure a judgment in its favor if (i) you are not liable pursuant to NRS 78.138 or (ii) you acted in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of the Company and its shareholders. Notwithstanding the foregoing, no indemnification shall be made in respect of any claim, issue or matter as to which you shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company in the performance of your duty to the Company and its shareholders unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, you are fairly and reasonably entitled to indemnity for Costs and Expenses and then only to the extent that the court shall determine. (c) SCOPE. Notwithstanding any other provision of this Agreement but subject to Section 15(b), the Company shall indemnify you to the fullest extent 2  permitted by law, notwithstanding that such indemnification is not specifically authorized by other provisions of this Agreement, the Company's Articles of Incorporation, as amended, the Company's Bylaws, as amended, or by statute. 4. LIMITATIONS ON INDEMNIFICATION. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a) EXCLUDED ACTS. To indemnify you for any acts or omissions or transactions from which a director or officer may not be relieved of liability under applicable law; (b) EXCLUDED INDEMNIFICATION PAYMENTS. To indemnify or advance Costs and Expenses in violation of any prohibition or limitation on indemnification under the statutes, regulations or rules promulgated by any state or federal regulatory agency having jurisdiction over the Company or in circumstances that would otherwise be contrary to public policy; (c) CLAIMS INITIATED BY YOU. To indemnify or advance Costs and Expenses to you with respect to Proceedings or claims initiated or brought voluntarily by you and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 78.7502 of the Nevada Revised Statutes, but such indemnification or advancement of Costs and Expenses may be provided by the Company in specific cases if the Board of Directors has approved the initiation or bringing of such suit; (d) LACK OF GOOD FAITH. To indemnify you for any Costs and Expenses incurred by you with respect to any proceeding instituted by you to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by you in such proceeding was not made in good faith; (e) INSURED CLAIMS. To indemnify you for Costs and Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) that have been paid directly to or on behalf of you by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Company or any other policy of insurance maintained by the Company or you; (f) CLAIMS UNDER SECTION 16(B). To indemnify you for Costs and Expenses and the payment of profits arising from the purchase and sale by you of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. (g) MUTUAL ACKNOWLEDGMENT. Both the Company and you acknowledge that in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. You understand and acknowledge that the Company has undertaken or may be required in the future to undertake with the appropriate state or federal regulatory agency to submit for approval any request for indemnification, and has undertaken or may be required in the future to undertake with the Securities 3  and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify you. 5. DETERMINATION OF A RIGHT TO INDEMNIFICATION. Upon receipt of a written claim addressed to the Board of Directors for indemnification pursuant to Section 3, the Company shall determine by any of the methods set forth in Section 78.751 of the Nevada Revised Statutes whether you have met the applicable standards of conduct that makes it permissible under applicable law to indemnify you. If a claim under Section 3 is not paid in full by the Company within 60 days after such written claim has been received by the Company, you may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, unless such action is brought in bad faith, you shall be entitled to be paid also the expense of prosecuting such claim. In any such action, except as otherwise provided in Section 78.7502 of the Nevada Revised Statutes, the Company shall have the burden of proof concerning whether you have or have not met the applicable standard of conduct. 6. INDEMNIFICATION FOR COSTS AND EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that you are, by reason of your position as director or officer of the Company, a witness in any Proceeding to which you are not a party, you shall be indemnified against all Costs and Expenses actually and reasonably incurred by you or on your behalf in connection therewith. 7. ADVANCEMENT AND REPAYMENT OF COSTS AND EXPENSES. Subject to Section 4 hereof, the Costs and Expenses incurred by you in defending and investigating any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding within 30 days after receiving from you the copies of invoices presented to you for such Costs and Expenses, if you shall provide an undertaking to the Company to repay such amount to the extent it is ultimately determined that you are not entitled to indemnification. In determining whether or not to make an advance hereunder, your ability to repay shall not be a factor. 8. PARTIAL INDEMNIFICATION. If you are entitled under any provision of this Agreement to indemnification or advancement by the Company of some or a portion of any Losses of any type whatsoever (including, but not limited to, judgments, fines, penalties, and amounts paid in settlement) incurred by you in the investigation, defense, settlement or appeal of a Proceeding, but are not entitled to indemnification or advancement of the total amount thereof, the Company shall nevertheless indemnify or pay advancements to you for the portion of such Losses or liabilities to which you are entitled. 9. NOTICE TO COMPANY BY YOU. You shall notify the Company in writing of any matter with respect to which you intend to seek indemnification hereunder as soon as reasonably practicable following the receipt by you of written notice thereof; provided, 4  however, that any delay in so notifying the Company shall not constitute a waiver by you of your rights hereunder. The written notification to the Company shall be addressed to the Board of Directors and shall include a description of the nature of the Proceeding and the facts underlying the Proceeding and be accompanied by copies of any documents filed with the court in which the Proceeding is pending. In addition, you shall give the Company such information and cooperation as it may reasonably require and as shall be within your power. 10. MAINTENANCE OF LIABILITY INSURANCE. (a) Subject to Section 4 hereof, so long as you shall continue to serve as a director or officer of the Company and thereafter so long as you shall be subject to any possible Proceeding, the Company, subject to Section 10(b), shall use reasonable commercial efforts to obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") that provides you the same rights and benefits as are accorded the most favorably insured of the Company's directors, if you are a director, or of the Company's officers, if you are not a director of the Company, but are an officer. (b) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or you are covered by similar insurance maintained by a subsidiary or parent of the Company. (c) If, at the time of the receipt of a notice of a claim pursuant to Section 9 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on your behalf, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. 11. DEFENSE OF CLAIM. In the event that the Company shall be obligated under Section 7 hereof to pay the Costs and Expenses of any Proceeding against you, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel of recognized standing. After the retention of such counsel by the Company, the Company will not be liable to you under this Agreement for any fees of counsel subsequently incurred by you with respect to the same Proceeding, provided that (i) you shall have the right to employ your counsel in any such Proceeding at your expense; and (ii) if (A) the employment of counsel by you has been previously authorized by the Company, or (B) you shall have reasonably concluded that there may be a conflict of interest between the Company and you in the conduct of such defense or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and Costs and Expenses of your counsel shall be at the expense of the Company. 5  12. ATTORNEYS' FEES. In the event that you or the Company institutes an action to enforce or interpret any terms of this Agreement, the Company shall reimburse you for all of your reasonable fees and Costs and Expenses in bringing and pursuing such action or defense, unless as part of such action or defense, a court of competent jurisdiction determines that the material assertions made by you as a basis for such action or defense were not made in good faith. 13. CONTINUATION OF OBLIGATIONS. All agreements and obligations of the Company contained herein shall continue during the period you are a director or officer of the Company, or are or were serving at the request of the Company as a director, officer, employee, agent, fiduciary or representative of a Related Entity and shall continue thereafter so long as you shall be subject to any possible Proceeding by reason of the fact that you served in any capacity referred to herein. 14. SUCCESSORS AND ASSIGNS. This Agreement establishes contract rights that shall be binding upon, and shall inure to the benefit of, the successors, assigns, heirs and legal representatives of the parties hereto. 15. NON-EXCLUSIVITY. (a) The provisions for indemnification and advancement of Costs and Expenses set forth in this Agreement shall not be deemed to be exclusive of any other rights that you may have under any provision of law, the Company's Articles of Incorporation, as amended, or Bylaws, as amended, the vote of the Company's shareholders or disinterested directors, other agreements or otherwise, both as to action in your official capacity and action in another capacity while occupying your position as a director or officer of the Company. (b) In the event of any changes, after the date of this Agreement, in any applicable law, statute, or rule that expand the right of a Nevada corporation to indemnify its officers and directors, your rights and the Company's obligations under this Agreement shall be expanded to the full extent permitted by such changes. In the event of any changes in any applicable law, statute or rule that narrow the right of a Nevada corporation to indemnify a director or officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder. 16. EFFECTIVENESS OF AGREEMENT. This Agreement shall be effective as of the date set forth on the first page hereof and shall apply to your acts or omissions that occurred prior to such date if you were an officer, director, employee or other agent of the Company, or were serving at the request of the Company as a director, officer, employee, agent, fiduciary or representative of a Related Entity at the time such act or omission occurred. 6  17. SEVERABILITY. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 17. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify you to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms. 18. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Nevada, without reference to its conflict of law rules. To the extent permitted by applicable law, the parties hereby waive any provisions of law that render any provision of this Agreement unenforceable in any respect. 19. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) when received, if delivered by hand (which shall include delivery by responsible overnight carrier) or (ii) if mailed by certified or registered mail with postage prepaid, on the fifth business day after the mailing date. Addresses for notice to either party are as shown at the head of this Agreement, or as subsequently modified by written notice given as provided hereunder. 20. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 21. AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. 7  Your signature below will evidence your agreement and acceptance with respect to the foregoing. Very truly yours, FIRSTPLUS FINANCIAL GROUP, INC. By: ----------------------------------- Name: Title: AGREED TO AND ACCEPTED: - ---------------------------------------- Name: 8