Exhibit 10.1





	
  

  	
  FIELDSTONE MORTGAGE COMPANY

  
	
   

  	
  11000 BROKEN LAND PARKWAY, SUITE 600

  
	
   

  	
  COLUMBIA, MARYLAND 21044

  
	
   

  	
  TELEPHONE (410) 772 7211   FACSIMILE (443)
  367 2060

  
	
   

  	
   

  
	
  September 1, 2003

  
	
   

  
	
  Mr. James T. Hagan

  
	
  349 Granados Ave.

  
	
  Solana Beach, California 92075

  
	
   

  
	
  Re: Senior Manager Employment Agreement

  



 


Dear Jim:


This cover letter sets
forth the specific terms for you under the Senior Manager Employment Agreement
(the “Agreement”) between you and Fieldstone Mortgage Company (“Fieldstone” or
the “Company”). The Agreement is attached to this letter. The Agreement,
including the terms of this cover letter, and the Company’s Employee Handbook,
as amended, contain the complete terms of your employment contract with
Fieldstone. THE AGREEMENT, INCLUDING THESE TERMS, IS ONLY
EFFECTIVE ON COMPLETION OF THE SALE OF SHARES OF THE COMMON STOCK OF FIELDSTONE
INVESTMENT CORPORATION IN A PRIVATE OFFERING UNDER RULE 144A AND OTHER
AVAILABLE EXEMPTIONS UNDER THE SECURITIES ACT OF 1933 PRIOR TO DECEMBER 31,
2003.


I am very pleased
to confirm that you are offered the following employment terms for your Senior
Manager Employment Agreement:


	
  Position:

  	
   

  	
  Executive Vice President West Division

  
	
   

  	
   

  	
   

  
	
  Duties:

  	
   

  	
  manage all aspects of the production and funding
  of non-conforming loans in the West Division

  
	
   

  	
   

  	
   

  
	
  Report
  To:

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
  End
  Date:

  	
   

  	
  December 31, 2006

  
	
   

  	
   

  	
   

  
	
  Office(s):

  	
   

  	
  Encinitas and Irvine, California

  
	
   

  	
   

  	
   

  
	
  Base
  Salary:

  	
   

  	
  $200,000

  
	
   

  	
   

  	
   

  
	
  Bonus:  if
  you achieve the specific criteria for a bonus established by Fieldstone each
  year, then you will be eligible to receive up to the following bonus amounts:
  

  	
   

  	
  1.50% of the net contribution
  of your division at or above Plan, and 0.75% of the net contribution of your
  division below Plan, payable monthly 

  
	
  overrides of 0.01% on wholesale
  fundings and 0.025% on retail fundings, payable monthly, subject to a monthly
  aggregate cap of $26,667

  
	
  $200,000 annually based on
  maintaining agreed operating margins and achieving agreed loan quality standards
  in your division, payable in quarterly installments

  
	
  25% of your earned bonus may be
  paid by issuance of common stock of the Company

  
	
   

  	
   

  	
   

  
	
  Vacation:

  	
   

  	
  4 weeks

  
	
   

  	
   

  	
   

  
	
  Competition
  Region:

  	
   

  	
  those states in which the West Division
  originates loans

  
	
   

  	
   

  	
   

  
	
  Competition
  Period:

  	
   

  	
  while you are employed by Fieldstone

  
	
   

  	
   

  	
   

  
	
  Extended
  Severance Term:

  	
   

  	
  24 months

  
	
   

  	
   

  	
   

  
	
  Extended
  Severance Amount:

  	
   

  	
  you will receive monthly payments equal to 1/12
  of your base salary for the term of the extended severance period, plus you
  will receive an additional monthly payment equal to 1/12 of $500,000

  



 


These terms are in effect
for the balance of 2003 on a pro rata basis and for 2004. These terms are also
in effect for years after 2004 unless we have agreed in writing to different
terms by delivery to you of a revised version of this cover letter.


Thank you for your
continued commitment to building Fieldstone and your dedication to our shared
success. If you have any questions regarding the above, please call me at (410)
772-7211. I look forward to your continued success as part of Team Fieldstone
in the future.


Please sign a copy of
this letter in the space below indicating your agreement to the terms of the
Senior Manager Employment Agreement between you and Fieldstone, including the
terms outlined in this cover letter, and send the signed copy to me at the
above address.


	
  Sincerely,

  	
   

  	
  AGREED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael J. Sonnenfeld

  	
   

  	
  /s/ James T. Hagan

  	
   

  	
  9/3/03

  
	
  Michael J. Sonnenfeld, President

  	
   

  	
  James T. Hagan

  	
   

  	
  Date: