EX-10.34







Exhibit 10.34




Execution Version









May 1, 2009




Mr. Ronald M. Klein

c/o Origen Financial, Inc.

27777 Franklin Road

Suite 1700

Southfield, MI 48034




     Re: Success Fees for Transaction Services



Dear Ron:




     We have today entered into an employment agreement (the “2009 Employment Agreement”)
with you whereby Origen Financial, Inc., a Delaware corporation (the “Parent”), together
with Origen Financial, L.L.C. (the “Company”), a Delaware limited liability company (the
“Parent”), (collectively, the Parent and the Company are referred to as “Employers”) have
employed you (“Klein”), as a part-time employee to provide the services described in the
2009 Employment Agreement. This letter (with the attached schedule, the “Agreement”)
confirms our understanding regarding the Employers’ obligation to provide additional
compensation to you and certain other employees and consultants, in accordance with the
terms and subject to the conditions of this Agreement, in connection with one or more
possible Transactions (as defined below) concluded on behalf of Employers under your
direction.



     1. Transaction. For purposes of this Agreement, “Transaction” shall mean any
transaction or series or combination of related transactions completed by Employers for the
purpose of preservation of the value of Employers’ assets, including:




	 	(a)	 	Refinancing of any significant obligation of the Employers secured by assets of
the Employers;




 









 






	 	(b)	 	The management and exercise of contractual call options, and other contractual
obligations and opportunities, related to Employers’ securitized bonds;
	 
	 	(c)	 	The purchase of securities or other assets;
	 
	 	(d)	 	The sale of any significant group of assets of Employers, including loans, or
interests in loans;
	 
	 	(e)	 	The replacement or modification of any guarantee, enhancement or swap/hedge
contract covering any of Employers’ assets or their underlying obligations which
enhances or preserves expected cash flows or value for Employers;
	 
	 	(f)	 	The formation of a joint venture, a minority investment or partnership, or any
similar transaction; and
	 
	 	(g)	 	The change of control of Employers whether by merger, sale or exchange of a
controlling share of Employers’ outstanding voting securities, sale of
substantially all of its assets, plan of exchange or consolidation;




provided, however, that any event described above shall qualify as a Transaction under this
Agreement only if it is approved, authorized and designated as a Transaction, by the Board of
Directors of the Parent acting in good faith, it being understood by the Parent and Klein that
events that are either inconsequential or that provide no meaningful incremental value, or
that do not preserve meaningful value to the shareholders of the Parent do not qualify as a
Transaction for which a fee must be paid hereunder.




     2. Success Fees. In addition to, and not in lieu of, any payments to Klein under the
2009 Employment Agreement, Employers agree to pay Klein and his Designees (as defined in Section 7
below) a fee (the “Success Fee”) in respect of any Transaction that is closed during the period
beginning on the date of this Agreement and ending on the six-month anniversary of the Termination
Date (as described in Section 5 below).




     (a) The amount of the Success Fee payable by Employers for any Transaction will be as
follows:




i. 1% of the face value of the Transaction Amount (as defined below) of any
completed Transaction;




ii. the amount of any Success Fee paid in respect of a Transaction described in
Section 1(g) of this Agreement will be reduced by fifty percent (50%) of the sum of
all Transaction Fees previously paid for other Transactions;




iii. provided, however, the amount of any Success Fee shall be not less than
$200,000.




     For the purposes of calculating Success Fees pursuant to this Agreement, the
“Transaction Amount” for any transaction shall be as follows:




i. For Transactions described in Section 1(a) of this Agreement, the amount of the
loan or refinancing made available to Employers in the Transaction;




ii. For Transactions described in Section 1(b) of this Agreement, the face amount of
the bonds involved in the Transaction;



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iii. For Transactions described in Section 1(c) of this Agreement, the amount of
cash, notes, securities and other property paid in the Transaction, including, if
applicable, the amount of any debt assumed by Employers in the transaction;


iv. For Transactions described in Sections 1(e) and 1(f) of this Agreement, an
amount (not less than the amount provided by clause (a)(i) above) approved by the
Board of Directors of the Parent, in good faith, at the time of its authorization of
the Transaction;


v. For Transactions described in Section 1(g) of this Agreement, , the amount of
cash, securities and other property paid to Employers or to the Company’s
shareholders in the Transaction. By way of example and clarification, in the event
of a Transaction described in Section 1(g) that is structured as a merger, sale of
substantially all of the Employers’ assets or sale by the Parent’s shareholders of
their shares of Parent’s stock, the gross proceeds available for distribution to the
shareholders, before deduction of Transaction expenses, shall be the value on which
the Success Fee will be calculated.



     (b) Any Success Fee earned under this Agreement, other than for a Transaction described
in Section 1(g), shall be paid by Employers 50% at closing of the Transaction and the
remaining 50% on or before March 14 of the year following the closing of the Transaction. A
Success Fee earned under Section 1(g) of this Agreement shall be paid at closing of the
Transaction.



     3. Reimbursement. In addition to the payment of the fees provided in Section 2 above,
Employers agree to reimburse Klein and the Designees (as defined below, collectively the “Payees”)
promptly upon request from time to time for all necessary and appropriate expenses incurred by
Payees in performing their engagement and pursuing and completing one or more Transactions
hereunder (including, without limitation, travel, document production, and communication expenses),
provided that Employers shall not be obligated to reimburse expenses that in the aggregate exceed
$25,000 without prior written approval of Employers.



     4. Payees. Any Success Fee for a Transaction earned under this Agreement shall be
allocated by Klein among Klein and other senior employees of, or consultants to, Employers (the
“Designees”) with respect to each Transaction and corresponding Success Fee payment and shall be
paid to Klein and Designees by Employers.



     5. Termination. This Agreement shall terminate upon the effective date of termination
of the Employment Agreement. Notwithstanding termination of the Employment Agreement, Employers
agree to pay the Success Fee for any Transaction that was initiated and pursued prior to
termination of the Employment Agreement that is actually completed within six months after the
effective date of termination of the Employment Agreement. The six-month period will be extended
for each additional day required to permit shareholder approval or the satisfaction of any normal
and customary closing conditions for any agreement that is signed within the six-month period, and
Employers agree to pay the Success Fee if the transaction ultimately is completed not later than
nine months after termination. The indemnity and other provisions contained in Schedule I hereto
and the covenants of the parties contained in Section 6


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hereof will remain operative and in full
force and effect regardless of any termination or expiration of this Agreement.



     6. Information; Confidentiality.



     (a) Employers will furnish to Klein such information as Klein reasonably believes appropriate
to its engagement hereunder (the “Information”).



     (b) Klein (i) will use and rely on the accuracy and completeness of the Information, (ii) is
not responsible for, and has no obligation to independently verify, the accuracy or completeness of
the Information, (iii) has no obligation to undertake an independent evaluation, appraisal, or
physical inspection of any assets or liabilities of Employers, and (iv) will assume that any
financial forecasts furnished to or discussed with Klein by Employers have been reasonably prepared
and reflect the best then currently available estimates and judgment of Employers’ management.



     (c) Information provided by Employers to Klein in connection with this Agreement will be kept
confidential and will only be used by Klein for purposes of this engagement, except information
that (i) was in Klein’s possession prior to its disclosure by Employers, (ii) is publicly disclosed
other than by Klein in violation of this Agreement, (iii) is obtained by Klein on a
non-confidential basis from a person other than Employers who, to the knowledge of Klein is not
bound by a confidentiality agreement with Employers, (iv) Employers agree may be disclosed, or (v)
is required or requested to be disclosed under compulsion of law (whether by oral question,
interrogatory, subpoenas, civil investigative demand or otherwise), by order of any court or
governmental or regulatory authority or body or by Klein’s independent auditors or accountants.
Employers understand that Klein may currently or in the future be involved in advising others in
the same or related businesses and agrees that nothing contained herein shall act as a bar to or
inhibit Klein from engaging in those activities so long as Klein otherwise complies with the above
provisions.



     (d) Any financial advice rendered by Klein pursuant to this Agreement is intended
solely for the benefit and use of management and the board of directors of Employers in
considering the matters to which this Agreement relates, is not on behalf of, and shall not
confer rights or remedies upon, any person other than the management and board of directors
of Employers, and may not be used or relied upon for any other purpose. No such financial
advice may be disclosed publicly in any manner without Klein’s prior written approval and
all such advice will be treated by Employers as confidential, except if such advice is
required or requested to be disclosed under compulsion of law (whether by oral question,
interrogatory, subpoena, civil investigative demand or otherwise), by order of any court or
governmental or regulatory authority or body or by Klein’s independent auditors or
accountants.



     7. Indemnification. Employers agree to indemnify Klein and Designees as set forth on
the attached Schedule I.



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     8. Miscellaneous.



     (a) This Agreement shall be binding upon and inure to the benefit of Employers, Klein, each
Indemnified Person (as defined in Schedule I) and their respective successors and assigns.



     (b) This Agreement incorporates the entire understanding of the parties with respect to
Success Fees and supersedes all previous agreements, other than the Employment Agreement and
any employment or consulting agreement with any Designee, and shall be governed by, and
construed in accordance with, the laws of the State of Michigan without regard to its
principles of conflict of laws.



     (c) If any term, provision, covenant or restriction contained in this Agreement,
including Schedule I, is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of the terms,
provisions, covenants and restrictions contained in this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.



     After reviewing this Agreement, please confirm that the foregoing is in accordance with
your understanding by signing and returning to me the duplicate of this Agreement provided
herewith.



Very truly yours,




	 	 	 	 	 
	Origen Financial, Inc.	 	 
	 
	 	 	 	 
	By:

	 	      /s/ W. Anderson Geater, Jr.	 	 
	 

	 	 

Its: CFO
	 	 
	 
	 	 	 	 
	Accepted and Agreed this 1st day of May, 2009	 	 
	 
	 	 	 	 
	By:

	 	      /s/ Ronald A. Klein	 	 
	 

	 	 

Ronald Klein
	 	 







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Schedule I




     In the event that Klein or any Designee (collectively, the “Indemnified Persons” and each, an
“Indemnified Person”) becomes involved in any capacity in any claim, action, proceeding or
investigation (collectively, “Actions”) brought by or against any person, including equity holders
of Employers, in connection with or as a result of either Klein’s engagement or any matter referred
to in this Agreement (including any untrue statement or alleged untrue statement of a material fact
contained in any document furnished or made available by Employers (directly through Klein or
otherwise), to any investor or financing source or the omission or the alleged omission to state
therein a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading), Employers periodically will advance to the Indemnified
Persons amounts necessary to pay their reasonable out-of-pocket legal and other expenses (including
the cost of any investigation and preparation) incurred in connection therewith; provided, however,
that if it is finally found (in a non-appealable judgment) by a court of competent jurisdiction
that any loss, claim, judgment, damage or liability of an Indemnified Person has resulted primarily
from the fraud, gross negligence or bad faith of such Indemnified Person in performing the
services that are the subject of this Agreement, such Indemnified Person shall repay such portion
of the advanced amounts that is attributable to expenses incurred in relation to the act or
omission of such Indemnified Person that is the subject of such non-appealable judgment. Employers
also will indemnify and hold the Indemnified Persons harmless from and against any and all losses,
claims, judgments, damages or liabilities to which such Indemnified Person may become subject under
any applicable law, or otherwise, that is related to, arising out of, or in connection with either
Klein’s engagement or any matter referred to in this Agreement (including any untrue statement or
alleged untrue statement of a material fact contained in any document furnished or made available
by Employers (directly through Klein or otherwise), to any investor or financing source or the
omission or the alleged omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading) and without
regard to the exclusive or contributory negligence of any Indemnified Person except to the extent
that it is finally found (in a non-appealable judgment) by a court
of competent jurisdiction that any such loss, claim, damage of liability resulted primarily from the fraud, gross
negligence or bad faith of the Indemnified Persons in performing the services that are the subject
of this Agreement.



     Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified
Person with respect to which indemnity may be sought under this Agreement, such Indemnified Person
shall promptly notify Employers in writing; provided that failure to so notify Employers shall not
relieve Employers from any liability that Employers may have on account of this indemnity or
otherwise, except to the extent Employers shall have been materially prejudiced by such failure.
Employers shall, if requested by the Indemnified Person, assume the defense of any such Action,
including the employment of counsel reasonably satisfactory to the Indemnified Person. An
Indemnified Person may retain separate counsel to represent it in the defense of any Action, which
shall be at the expense of Employers if (i) Employers do not assume the defense of the Action
within a reasonable period of time after being notified of the



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Action, or (ii) the Indemnified
Person is advised by counsel in writing that there is an actual or potential conflict in Employers’
and the Indemnified Person’s respective interests or additional defenses are available to the
Indemnified Person, which makes representation by the same counsel inappropriate; provided that in
no event shall
Employers be obligated to pay expenses and fees for more than one counsel in any one
jurisdiction for all Indemnified Persons in connection with any Action.



     No Indemnified Person shall have any liability (whether direct or indirect, in contract or
tort or otherwise) to Employers or their equity holders or creditors related to, arising out of, or
in connection with, advice or services rendered or to be rendered by any Indemnified Person
pursuant to this Agreement, the transactions contemplated in this Agreement or any Indemnified
Person’s actions or inactions in connection with any such advice, services or transactions except
to the extent any loss, claim, judgment, damage or liability is finally found (in a non-appealable
judgment) by a court of competent jurisdiction to have resulted from the Indemnified Person’s
fraud, gross negligence or bad faith.



     If for any reason other than the Indemnified Person’s fraud, gross negligence or bad faith,
the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold it
harmless, then Employers shall contribute to the amount paid or payable by the Indemnified Person
as a result of such loss, claim, damage or liability in such proportion as is appropriate to
reflect (i) the relative economic benefits to Employers and its equity holders, on the one hand,
and to the Indemnified Persons, on the other hand, of the matters covered by this engagement; or
(ii) if the allocation provided by the immediately preceding clause is not permitted by applicable
law, not only such relative economic benefits but also the relative fault of Employers, on the one
hand, and the Indemnified Persons, on the other hand, with respect to such loss, claim, damage or
liability and any other relevant equitable considerations. For purposes of this paragraph, the
relative economic benefits to Employers and its equity holders, on the one hand, and the
Indemnified Persons, on the other hand, of the matters contemplated in this Agreement, shall be
deemed to be in the same proportion as (a) the total value paid or to be paid or received or to be
received by Employers and its equity holders, as the case may be, in the transaction or
transactions that are within the scope of this Agreement, bears to (b) the fees paid or to be paid
to Klein under this Agreement; provided, however, that, to the extent permitted by applicable law,
in no event shall the Indemnified Persons be required to contribute an aggregate amount in excess
of the aggregate fees actually paid to Klein under this Agreement.



     The reimbursement, indemnity and contribution obligations of Employers in this Schedule I
shall be in addition to any liability which Employers may otherwise have, shall extend upon the
same terms and conditions to any affiliate of the Indemnified Persons, and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal representatives of
Employers, the Indemnified Persons, any such affiliate and any such person.



     Employers shall not be required to indemnify an Indemnified Person for any amount paid or
payable by the Indemnified Person in the settlement of any action, proceeding or investigation
without the written consent of Employers, which consent shall not be unreasonably withheld. Prior
to entering into any agreement or arrangement with respect to, or effecting, any proposed sale,
exchange, dividend or other distribution or liquidation of all or a significant portion of its



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assets in one of a series of transactions or any significant recapitalization or reclassification
of its outstanding securities that does not directly or indirectly provide for the assumption of
the obligations of Employers set forth in this Schedule I, Employers will notify Klein in writing
thereof (if not previously so notified) and, if requested by Klein, shall arrange in connection
therewith alternative means of providing for the obligations of Employers set forth in this
Schedule I, including the assumption of such obligations by another party, insurance, surety bonds
or the creation of an escrow, in each case in an amount and
upon terms and conditions reasonably satisfactory to Klein.



     Any right to trial by jury with respect to any action or proceeding arising in
connection with or as a result of either our engagement or any matter referred to in this
letter is hereby waived by the parties hereto.



     The provisions of this Schedule I shall survive any expiration or termination of the
Agreement or completion of the engagement provided by the Agreement.



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