EX-10.1






RAIT Financial Trust

Cira Centre

2929 Arch Street, 17th Floor

Philadelphia, PA 19104




As of August 7, 2008



Mr. Plamen M. Mitrikov



Via electronic mail and address specified in personnel file



	 	 	 
	Re:

	 	Reimbursement of Certain Expenses Relating to
	
 
	 	 
	
 
	 	Employment Outside of the United States
	
 
	 	 






Dear Plamen:



The purpose of this letter agreement is to memorialize our mutual understanding relating to
RAIT Financial Trust’s (“RAIT”) obligations with respect to your employment in the United Kingdom.



Specifically, commencing on August 1, 2008 and continuing for as long as RAIT requires you to
work in the United Kingdom, RAIT will provide you with a monthly cash payment equal to $5,500 per
month. This monthly amount is in addition to your other compensation from RAIT and is intended to
compensate you for the costs associated with your renting an apartment in the United Kingdom while
you are working for RAIT. RAIT will pay to you a one-time lump sum cash payment equal to $66,000,
which shall be paid to you within 30 days from the date of this letter agreement, associated with
apartment rent you paid in the United Kingdom up to and through July 31, 2008.



In addition, since your position with RAIT will require you to spend a significant portion of
your time working in the United Kingdom and this is expected to continue for more than one year,
the United States and United Kingdom will seek to tax you on your employment income as well as the
overbase allowances (such as housing) that you receive. This arrangement will likely put you in a
position where your total global tax liability will exceed what you are accustomed to paying in the
United States for Federal, State and local taxes. This excess liability is attributable to the
higher United Kingdom tax rate as compared to the United States top marginal rate as well as the
tax incurred on your overbase allowances. You will also incur double taxation of income because
the State of New York will not offer a credit for taxes paid to the United Kingdom. As a result,
RAIT has agreed to protect you against any additional income taxes you will be liable for due to
your work arrangement between the United States and the United Kingdom (including the 2007 fiscal
year). As a result of this tax protection agreement, you will be reimbursed for any excess income
taxes that are incurred as a direct result of your agreed work arrangement with RAIT in the United
Kingdom. You will be responsible for the same tax liability as if you continued to live and work
only in the United States (Federal, State, and local taxes). In connection with this, RAIT will
retain, at RAIT’s cost, a reputable accounting firm to assist you with the preparation of your
United States and United Kingdom tax filing requirements and also to assist with the appropriate
calculations to determine any reimbursements from RAIT.



This letter agreement is intended to comply with the applicable requirements of section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and its corresponding regulations and
related guidance with respect to all amounts subject to such requirements, and shall be
administered in accordance with such requirements with respect to those amounts that are subject to
such requirements. If any payment or benefit cannot be provided or made at the time specified
herein without incurring sanctions under section 409A, then such benefit or payment shall be
provided in full at the earliest time thereafter when such sanctions will not be imposed. To the
extent that any provision of this letter agreement would cause a conflict with the requirements of
section 409A of the Code, or would cause the payment under this letter agreement to fail to satisfy
the requirements of section 409A, such term shall be deemed null and void to the extent permitted
by applicable law. For purposes of section 409A of the Code, each payment made under this letter
agreement shall be treated as a separate payment and the right to a series of installment payments
shall be treated as the right to a series of separate payments. In no event may you, directly or
indirectly, designate the calendar year of payment. All reimbursements provided under this letter
agreement shall be made or provided in accordance with the requirements of section 409A of the Code
and its corresponding regulations.



Your Employment Agreement with RAIT, dated as of June 8, 2006, will continue in accordance
with its terms, as supplemented by this letter agreement for the period while you are employed by
RAIT in the United Kingdom. All amounts payable to you under this letter agreement shall be
subject to applicable tax withholding requirements, and RAIT may withhold from any amounts payable
to you under this letter agreement all amounts that RAIT is required to withhold with respect to
such payments. You are solely responsible for the payment of all individual tax liabilities
relating to the amounts payable to you under this letter agreement. The amounts payable to you
under this letter agreement are not intended to be included in your compensation for purposes of
determining your level of benefits under any RAIT employee benefit program.



If you agree with the terms set forth in this letter agreement as it relates to your
employment with RAIT while you are in the United Kingdom, please execute this letter agreement
where indicated below and return it to me, no later than August 8, 2008.



Please call me with any questions.



Sincerely,



/s/ Raphael Licht

Raphael Licht

Chief Administrative Officer, Chief Legal Officer and Secretary




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I hereby agree that the terms set forth in this letter agreement reflect my entire
understanding and agreement with RAIT as to the additional benefits that will be provided to me
while I am employed by RAIT in the United Kingdom.



/s/ Plamen M. Mitrikov Plamen M. Mitrikov




	 	 	Date: as of August 8, 2008






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