dbloomagrmt122607.htm


     

    
      
        

        

      

       

      RESOURCE
AMERICA, INC.


      


      December
26, 2007

      


      


      Mr. David
Bloom

      712
5th
Avenue

      New York,
NY 10019

      


      Dear
David:

      


      This
letter will confirm certain supplemental incentive arrangements with respect to
your employment with Resource America, Inc. (“RAI”) and/or Resource
Capital Corp. (by itself, “RCC” and collectively
with RAI and their affiliates, the “Company”).  In
order to provide additional and ongoing incentives to you with respect to your
employment with the Company, which are intended to be supplemental and in
addition to your being compensated at market rates for current services provided
as part of your employment, it has been agreed as follows:

      


      
        	
                 
      

              	
                1.

              	
                Base
      Salary/Bonus.   As of July 1, 2007, your base annual
      salary will be increased to $350,000.  You will continue to be
      eligible for bonus compensation, which will be determined by the Company
      as of the end of each calendar year and paid in January of the following
      calendar year.

              


      

      


      
        	
                 
      

              	
                2.

              	
                Incentive Stock
      Grants.  You will be granted One Hundred Twenty Thousand
      (120,000) restricted shares of common stock of RCC and Sixty Six Thousand
      (66,000) restricted shares of common stock of RAI (the “Grant”).   The
      Grant will be divided evenly into a “Time Vesting
      Grant” and a “Performance
      Grant”, with one half (1/2) of the shares of RAI and one half (1/2)
      of the shares of RCC applicable to each.  The RCC shares shall
      be subject to dividend equivalent rights.  The shares underlying
      the Time Vesting Grant and Performance Grant will be earned and vest as
      further described.  Fifteen percent (15%) of the Time Vesting
      Grant shall vest on June 30, 2008, fifteen percent (15%) of the Time
      Vesting Grant shall vest on June 30, 2009 and the remaining seventy
      percent (70%) of the Time Vesting Grant shall vest on December 31, 2010,
      in each case provided that you are employed with the Company as of such
      date.  The Performance Grant will be earned  upon the
      satisfaction of the “Performance
      Criteria” set forth below, which Performance Criteria shall be
      measured at the end of three (3) consecutive twelve (12) month periods,
      beginning with the period from July 1, 2007 to June 30, 2008 (the twelve
      month period being a “Measurement
      Period” and the last day of each Measurement Period being a “Measurement
      Date”), and one-third (1/3) of the Performance Grant shall be
      earned as of any Measurement Date for which the Performance Criteria were
      met for the Measurement Period then ending.   If the
      Performance Criteria for a given Measurement Period are largely, but not
      entirely, met, the Company will reasonably take such substantial
      performance into account in determining an equitable partial earning of
      the Performance Grant for such Measurement Period.  Once earned,
      the shares representing the Performance Grant for the Measurement Period
      shall vest over the following two (2) years, at the rate of one-eighth
      (1/8) per quarter,  as long as you are employed by the Company
      on the last day of such quarter.  Schedule
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                hereto
      sets out the earning and vesting schedule for the Incentive Stock
      Grants.  The Performance Criteria shall be
  as:

              


      

      


      
        	
                 
      

              	
                a.

              	
                Loan
      Origination.  For each Measurement Period, the loan
      origination volume generated by you and your colleagues in the Company’s
      Los Angeles office or such other location as you may relocate to (“your team”)
      shall be equal to or greater than ninety- percent (90%) of the loan
      origination volume generated by your team for the previous twelve (12)
      month period; notwithstanding the forgoing, the Company may waive the Loan
      Origination Performance Criteria, if in the Company’s reasonable
      discretion,  achieving such levels could not be reasonably
      achieved notwithstanding your team’s best
  efforts;

              


      

      


      
        	
                 
      

              	
                b.

              	
                Portfolio
      Diversity.  The loans generated by your team during the
      Measurement Period shall conform to the diversity and loan type standards
      set forth in the investment parameters of RREF CRE CDO 2006-1 and CRE CDO
      2007-1.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Pricing.  The
      gross weighted average spread on loans generated by your team during the
      measurement period shall be not less than 250 bps over the applicable
      index, provided however, that the Company may exclude certain loans from
      this calculation and/or may waive the pricing provision for the
      measurement period in its entirety.

              


      

      


      
        	
                 
      

              	
                d.

              	
                Credit
      Quality.  There shall have been no principal losses
      during the Measurement Period on any loan originated by your team and no
      greater than 10 percent (10%) of the loans originated by your team
      (measured by principal balance) shall have been in default during such
      Measurement Period.

              


      

      


      
        	
                 
      

              	
                3.

              	
                Garden Leave/Restrictions:
        At any time after you or the Company has given notice
      to the other to terminate your employment, the Company may require that
      for a period of nine (9) months you will continue to be employed by the
      Company but will not enter or attend the premises of the Company (“Garden Leave”),
      and during such  Garden Leave you will not: (a) undertake any
      work for any third party whether paid or unpaid and whether as an employee
      or otherwise; (b) have any contact or communication with any client,
      customer or supplier of the Company; or (c) have any contact or
      communication with any employee, officer, director or agent of the
      Company.  Notwithstanding such restrictions, during any period
      of Garden Leave the Company may require you to perform some but not all of
      your normal duties and to keep the Company informed of your whereabouts so
      that you can be contacted if the need arises for you to perform any such
      duties.  During any period of Garden Leave you will remain an
      employee of the  Company and the employment shall continue
      (notwithstanding that you have resigned or been removed from any offices
      of the Company and you are not entitled to become employed or engaged by
      any other company,  partnership, person or entity in any
      capacity (whether paid or unpaid)). You will continue to be paid your base
      salary and be provided with employee benefits during any Garden Leave in
      the usual way (except that you will not be entitled to receive any bonus
      or commission during any Garden
Leave).

              


      

      


      
        	
                 
      

              	
                4.

              	
                Solicitation/Interference:  You
      agree that, for a period of twelve (12) months immediately following the
      termination of your employment relationship with the Company for any
      reason, you will not, either directly or indirectly, by or for yourself,
      or

              


      

       

       

      
        
          
          

        

        
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                as
      the agent of another, or through another as agent, in any way (i) recruit,
      solicit, or attempt to induce, any employee, officer, contractor, or other
      business associate(s) of the Company or any affiliate, whether such person
      is presently employed by such entity or may hereinafter be so employed, to
      terminate such person’s employment with or, or otherwise cease such
      person’s relationship with the Company, hire or engage as an independent
      contractor, any person who is employed or otherwise engaged by the
      Company, or otherwise interfere with the employment relationship between
      such person and such entity, unless such entity first terminates the
      employment or relationship with such person or gives its written consent
      to such employment or offer of employment; (ii) solicit, divert, or take
      away, or attempt to divert or to take away, the business or patronage of
      any borrowers, originators, customers, or business associates, or
      prospective borrowers, originators, customers, or business associates, of
      the Company which were engaged in a business relationship with the Company
      during the twenty four (24) month period prior to the termination of your
      employment relationship with the Company; or (iii) interfere with the
      Company’s relationships with any other persons or entities with which the
      Company does business, or disrupt or interfere in any way with any
      business relationship or prospective business relationship of which you
      are aware; or (iv) engage in any preparations, plans, or other actions
      designed to enable or assist you to take any action (whether during the
      term covered by this Agreement or thereafter) which, if such action were
      to be taken during the term of the Agreement, would violate any provision
      of this paragraph.

              


      

       

      
        	
                 
      

              	
                5.

              	
                Confidentiality:  Except
      as and to the extent required by law, you agree that for so long as you
      remain employed by the Company and for a ten (10) year period thereafter,
      you will not directly, indirectly or otherwise, disclose, publish, make
      available to, or use for your own benefit or the benefit of any person or
      entity other than the Company, for any reason or purpose whatsoever other
      than the benefit of the Company, any Proprietary
      Information.  For purposes of the preceding sentence,
      “Proprietary Information” means any and all of the following information:
      origination information of any kind, evaluation or analysis models, trade
      secrets, ideas, discoveries or inventions; formulas, specifications,
      patterns, or techniques; computations, software and computer programs,
      devices, processes, or operation methods; products or equipment, or new
      product developments, plans or improvements; customer information, lists
      or subscription lists; financial information or statements; sales or
      marketing information, plans or strategies; personnel information or new
      personnel acquisition plans; details of consultant contracts; pricing
      policies; projections; business acquisition plans; and other similar
      matter and information which the Company owns and will own and use and
      will use, and/or which is useful in the Company’s various
      businesses.  “Proprietary Information” shall not include such
      matter and information to the extent that it is publicly known or becomes
      known to the public without violation of the terms of this Agreement, or
      is generally utilized by other persons or entities engaged in the same
      business or businesses as the Company.  Any failure to mark or
      designate proprietary information as “confidential” or “secret” shall not
      affect its status as proprietary information subject to the terms of this
      Agreement.  You shall keep the Proprietary Information in the
      strictest confidence and trust.

              


      

       

       

      
        
          
          

        

        
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                6.

              	
                At-Will
      Employment:  You understand that neither this letter nor
      the Hiring Letter creates an obligation on the Company or any entity
      managed by it or any other person or entity to continue your employment
      and that you are an at-will
employee.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Notice:  You
      agree that in the event that you choose to terminate your employment
      relationship with the Company, you will be required to give not less than
      two (2) week’s written notice to your immediate supervisor, which notice
      shall reduce the period of Garden Leave set forth in section 3
      hereof.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Equitable
      Remedies:  You acknowledge that the damages that may result to
      the Company from any breach of the covenants set forth in Sections 3, 4
      and 5 hereof could be estimated only by conjecture and not by any accurate
      measure.  Accordingly, you agree that if you breach any provisions of
      this Agreement, the Company will have available, in addition to any other
      right or remedy available including the right to monetary damages, the
      right in its sole discretion to apply to a court of law or equity of
      competent jurisdiction (without posting any bond or deposit) for specific
      performance and/or injunctive relief in order to enforce or prevent any
      violations of the provisions of this
  Agreement. 

              


      

      


      
        	
                 
      

              	
                9.

              	
                Entire Agreement: 
      This Letter Agreement sets forth the entire agreement and understanding
      between the Company and you relating to the subject matter herein and
      supersedes all prior discussions between the parties.  No
      modification of or amendment to this Letter Agreement, nor any waiver of
      any rights under this Agreement, will be effective unless in writing and
      signed by the party to be charged with such modification or
      amendment.  Any subsequent change or changes in your duties, salary
      or compensation will not affect the validity or scope of this
      Agreement.  Furthermore, this Agreement is subject to approval
      by the Company’s compensation
committee.

              


      

      


      


      Please
indicate your acceptance of the foregoing by signing and returning one copy to
the undersigned.

      


                                                            Very truly
yours,

      


      
 

                                                            RESOURCE AMERICA,
INC.

       

       

                                                                                    By:
___________________________

      


      


      


      Agreed to
and accepted,

      this           day
of _____________, 2007

      


      


                              

      David
Bloom

       

       

       

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