ex10_4cjbrotmanemplagrmt.htm


     

    
      

      

    

     

    Exhibit
      10.4

     

    EMPLOYMENT
      AGREEMENT

    


    


    This
      Employment Agreement
      (“Agreement”) is executed on this 18th
      day of June, 2007,
      by and between RESOURCE AMERICA, INC., a Delaware corporation having its
      principal place of business at  One Crescent Drive, Suite 203, Navy
      Yard Corporate Center; 2nd floor,
      Philadelphia, PA 19112 (“RAI”), and JEFFREY F. BROTMAN
      (“Brotman”).

    


    BACKGROUND

    


    A.           RAI
      desires to employ Brotman and Brotman desires to be employed by
      RAI.

    


    B.           Brotman
      and RAI desire to formally set forth the terms, conditions and agreements
      regarding Brotman’ employment as Executive Vice-President.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the
      premises and the mutual promises and covenants set forth herein, and intending
      to be legally bound hereby, RAI and Brotman hereby agree as
      follows:

    


    1)           Employment.  During
      the term of this Agreement, Brotman shall be employed as Executive
      Vice-President of RAI.

    


    2)           Duties.  Brotman
      shall report to, and accept direction from, the Chief Executive Officer of
      RAI
      and from the Chairman of the Board of Directors of RAI.  Brotman shall
      serve RAI diligently, competently and to the best of his abilities. Brotman
      shall be required to devote  as much of his time and attention to the
      business of RAI as is be required to fulfill his duties.  It is
      recognized that Brotman in the past has participated, and it is agreed that
      Brotman may in the future may participate in business endeavors separate and
      apart from RAI, but that his principal professional endeavor shall be his
      service to RAI hereunder.

    


    3)           Term.  Brotman’s
      employment hereunder shall commence on June 18, 2007 and continue in full force
      and effect for a period of one (1) year, unless sooner terminated in accordance
      with the provisions hereof (the “Term”).  The Term shall
      automatically extend each day so that on any day that this Agreement is in
      effect, there shall be one (1) year remaining in the
      Term.  Notwithstanding the foregoing, such automatic extensions shall
      cease upon RAI’s written notice to Brotman of its election to terminate this
      Agreement at the end of the one (1) year period then in effect.

    


    4)           Compensation.

    


    a)           Base
      Compensation.  Brotman’s compensation during the Term shall
      be determined by the Board of Directors of RAI (the “Board”), subject to
      the next sentence and Section 4b).  During the initial year of the
      Term, RAI shall pay to Brotman “Base Compensation” initially in an amount
      equal to Three Hundred Fifty Thousand Dollars

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        
($350,000.00)
        per annum (the “Initial Level”).  Brotman’s Base Compensation will be
        payable in accordance with the general payroll practices by which RAI pays
        its
        executive officers.  It is understood that RAI, through the
        compensation committee of the Board of RAI, will review Brotman’s performance on
        an annual basis and may increase or decrease (but in no event below the Initial
        Level) his Base Compensation based upon his performance.

    

    


    (b)           Incentive
      Compensation.  During the Term, Brotman may receive incentive
      compensation in the form of cash bonus payments, stock option grants, restricted
      stock grants and other forms of incentive compensation, based upon Brotman’s
      performance.

    


    5)           Benefits.

    


    Brotman
      shall be entitled to receive
      the following benefits from RAI:

    


    a)           Participation
      in Plans.  Brotman shall be entitled to participate in all
      applicable incentive, savings, and retirement plans, practices, policies, and
      programs of RAI and in any group life, hospitalization or disability insurance
      plans, and health programs, in each case to the extent Brotman is eligible
      under
      the terms of such plans or programs.

    


    b)           Disability.  Brotman
      shall be eligible for any short and long term disability and any life insurance
      plans or programs that are available to other Senior Vice Presidents of RAI
      in
      each case to the extent Brotman is eligible under the terms of such plans or
      programs.

    


    c)           Reimbursement
      of Expenses.  RAI shall reimburse Brotman for all reasonable
      expenses incurred by Brotman in the performance of his duties, including without
      limitation expenses incurred during business-related travel. Brotman shall
      present to RAI, from time to time, an itemized account of such expenses in
      such
      form as may be required by RAI.

    


    d)           Personal
      Time Off.  Brotman shall be entitled to a number of days of
      personal time off work during each calendar year which shall be no less than
      the
      amount set forth in RAI’s company policies for its senior
      officers.  This includes days used for vacation, illness or other
      personal matters but is exclusive of such office holidays as may be designated
      by RAI.

    


    6)           Termination.

    


    Anything
      herein contained to the
      contrary notwithstanding, Brotman’s employment hereunder shall terminate as a
      result of any of the following events:

    


    a)           Brotman’s
      death;

    


    b)           Termination
      by RAI, for Cause.  “Cause” shall encompass the following:
      (i) Brotman has committed any act of fraud; (ii) illegal conduct or gross
      misconduct by Brotman, in either case that is willful and results in material
      and demonstrable damage to the business or reputation of RAI or any of its
      affiliates; (iii) Brotman is charged with a felony; (iv) the continued failure
      of Brotman substantially to perform Brotman’s duties under this Agreement (other
      than as

     

    
      
        
        

      

      
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    a
      result
      of physical or mental illness or injury), after RAI delivers to Brotman a
      written demand for substantial performance that specifically identifies, with
      reasonable opportunity to cure, the manner in which RAI believes that Brotman
      has not substantially performed his duties; or (v) Brotman has failed to follow
      reasonable written directions of RAI which are consistent with his duties
      hereunder and not in violation of applicable law, provided Brotman shall have
      ten business days after written notice to cure such failure;

    


    c)           Termination
      by RAI without Cause, upon thirty (30) days prior written notice to
      Brotman;

    


    d)           Brotman
      becomes disabled by reason of physical or mental disability for more than one
      hundred eighty (180) days in the aggregate or a period of ninety (90)
      consecutive days during any 365-day period and the Board determines, in good
      faith and in writing, that Brotman, by reason of such physical or mental
      disability, is rendered unable to perform his duties and services hereunder
      (a
“Disability”).  A termination of Brotman’s employment by RAI
      for Disability shall be communicated to Brotman by written notice, and shall
      be
      effective on the thirtieth (30th) day after
      receipt
      of such notice by Brotman (the “Disability Effective Date”), unless
      Brotman returns to full-time performance of his duties before the Disability
      Effective Date.

    


    e)           A
      termination by Brotman for Good Reason upon thirty (30) days’ prior written
      notice to RAI.  “Good Reason” shall mean: (i) any action by RAI
      that results in a material diminution in Brotman’s position, authority,
      reporting responsibility, duties or responsibilities, other than an isolated,
      insubstantial, and inadvertent action that is not taken in bad faith and is
      remedied by RAI promptly after receipt of notice thereof from Brotman; (ii)
      any
      purported termination of Brotman’s employment by RAI for a reason or in a manner
      not expressly permitted by this Agreement; (iii) any failure by RAI to
      comply with Section 11(c) of this Agreement; (iv) Brotman shall receive notice
      from RAI of termination of this Agreement at the end of the term then in effect
      pursuant to the last sentence of paragraph 3 of this Agreement or (v) any
      other substantial breach of this Agreement by RAI that either is not taken
      in
      good faith or is not remedied by RAI promptly after receipt of notice thereof
      from Brotman; provided, however, that termination by Brotman for Good Reason
      shall be effective only if such failure has not been cured within thirty (30)
      days after notice of such failure has been given to RAI.  Except as
      provided in the following sentence, a termination of employment by Brotman
      for
      Good Reason shall be effectuated by giving RAI written notice of the termination
      within two (2) months of the event constituting Good Reason, setting forth
      in
      reasonable detail the specific conduct of RAI that constitutes Good Reason
      and
      the specific provision(s) of this Agreement on which Brotman
      relies.  In the event of a Change of Control, Brotman may terminate
      his employment by providing such written notice to RAI for a period of time
      commencing on the date such Change of Control occurs and ending on the date
      six
      (6) months thereafter.

    


    f)           A
      termination by Brotman following a Change of Control (as defined below) of
      RAI.

    


    
      
        
        

      

      
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    (g)     Termination
      by
      Brotman for any reason other than those set forth in Section 6(e) (other
      than by such Brotman’s death or disability) upon 180 day’s prior written notice
      to RAI.

    


    (h)           The
      “Date of Termination” means the date of Brotman’s death, the Disability
      Effective Date, the date on which the termination of Brotman’s employment by RAI
      for Cause or without Cause or by Brotman for Good Reason is effective, or the
      date on which Brotman gives RAI notice of a termination of employment without
      Good Reason, as the case may be.

    


    (i)           A
      “Change in Control” means the occurrence of any of the following
      events:

    


    (1)           RAI’s
      shareholders approve (or, in the event no approval of RAI’s shareholders is
      required, RAI consummates) a merger, consolidation, share exchange, division
      or
      other reorganization or transaction of RAI (a “Fundamental Transaction”) with
      any other corporation, other than a Fundamental Transaction which would result
      in the voting securities of RAI outstanding immediately prior thereto continuing
      to represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) at least sixty percent (60%) of the combined
      voting power immediately after such Fundamental Transaction of (i) RAI’s
      outstanding securities, (ii) the surviving entity’s outstanding securities, or
      (iii) in the case of a division, the outstanding securities of each entity
      resulting from the division;

    


    (2)           the
      shareholders of RAI approve a plan of complete, liquidation or winding-up of
      RAI
      or an agreement for the sale or disposition (in one transaction or a series
      of
      transactions) of all or substantially all of RAI’s assets;

    


    (3)           during
      any period of twenty-four consecutive months, less than one-third of the
      individuals who at the beginning of such period constituted the Board (including
      for this purpose any new director whose election or nomination for election
      by
      RAI’s shareholders was approved by a vote of at least two-thirds (2/3) of the
      directors then still in office who were directors at the beginning of such
      period) are on the Board at the end of such period.

    


    
      	
               

            	
              (4)

            	
              neither
                Edward E. Cohen nor Jonathan Cohen are on the Board;
                or

            


    

     

    (5)           Jonathan
      Cohen is no longer Chief Executive Officer of RAI.

    


    7.           Effect
      of Termination.

    


    (a)           Death.  If
      Brotman’s employment is terminated by reason of Brotman’s death during the Term,
      RAI shall pay to Brotman’s designated beneficiaries (or, if there is no such
      beneficiary, to Brotman’s estate or legal representative), in a lump sum in cash
      within sixty (60) days after the Date of Termination, the sum of the following
      amounts: (1) any portion of Brotman’s Base Compensation through the Date of
      Termination that has been earned but not yet been paid; (2) any accrued but
      unpaid vacation pay through the Date of Termination; (3) an amount equal to
      one
      (1) year’s Base Compensation as of the Date of Termination; and (4) an amount
      equal to the value of all compensation (excluding stock option grants) received
      by

     

    
      
        
        

      

      
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    Brotman
      pursuant to Section 4(b) during the prior year ending on the Date of
      Termination.  In the event of termination under this Section 7(a), all
      other benefits, payments or compensation to be provided to Brotman hereunder
      shall terminate and Brotman’s rights in any stock option or incentive plans
      shall be governed solely by the terms of the applicable plan and
      grant.

    


    (b)           Disability.  Upon
      the termination of Brotman’s employment pursuant to Section 6(d) hereof due to
      Brotman’s disability, Brotman shall be entitled to receive his Base Compensation
      and any incentive compensation (excluding stock option grants) pursuant to
      Section 4(b) until the expiration of the Term, payable on the dates Brotman
      would have been paid if he was still working for RAI.  If Brotman is
      terminated by reason of Disability, Brotman shall assign to RAI any benefits
      received on account of RAI provided disability insurance for the period in
      which
      he is receiving payments pursuant to this Section 7(b).

    


    (c)           By
      RAI for Cause; By Brotman Other than for Good Reason.  If
      Brotman’s employment is terminated by RAI for Cause during the Term, RAI shall
      pay Brotman his Base Compensation through the Date of Termination to the extent
      earned but not yet paid.  If Brotman voluntarily terminates employment
      during the Term, other than for Good Reason, RAI shall pay Brotman his Base
      Compensation through the Date of Termination to the extent earned but not yet
      paid.  In the event of termination under this Section 7(c), all other
      benefits, payments or compensation to be provided to Brotman hereunder shall
      terminate and the rights of Brotman in any stock option or incentive plans
      shall
      be governed solely by the terms of the applicable plan and grant.

    


    (d)           By
      RAI Other than for Cause, Death or Disability; by Brotman for Good
      Reason.  If, during the Term, RAI terminates Brotman’s
      employment, other than for Cause, Death or Disability, or Brotman terminates
      employment for Good Reason, RAI shall pay to Brotman amounts equal
      to
      Compensation as set forth in Section 4 and 5 as if he had remained employed
      by
      RAI pursuant to this Agreement, for a period of one year, payable in
      Brotman’s discretion as a lump sum or at the time when the same would have
      become due and payable if such termination had not occurred.  The
      incentive compensation paid to Brotman pursuant to the foregoing sentence shall
      be an amount which is not less than the amount of incentive compensation
      (excluding equity based compensation grants) Brotman received in the year
      immediately prior to the Date of Termination (and if such Date of Termination
      shall occur prior to Brotman receiving any incentive compensation, the incentive
      compensation for the purposes of this paragraph will be deemed to be an amount
      equal to the Base Compensation).   The payments and benefits
      provided pursuant to this Section 7(d) are intended as liquidated damages for
      a
      termination of Brotman’s employment by RAI other than for Cause or for the
      actions of RAI leading to a termination of Brotman’s employment by Brotman for
      Good Reason, and shall be the sole and exclusive remedy therefor.

    


    (e)           Following
      a Change of Control.  If, during the Term, Brotman terminates
      his employment within six (6) months following a Change of Control, or Brotman’s
      employment is terminated by RAI in anticipation of  a Change of
      Control or  within six (6) months following a Change of Control, RAI
      shall pay to Brotman amounts equal
      to
      compensation and benefits as set forth in Sections 4 and 5 as if he had remained
      employed by RAI pursuant to this Agreement, for a period of thirty (30)
      months, payable in at the time when the same would

     

    
      
        
        

      

      
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    have
      become due and payable if such termination had not occurred, or if the Change
      of
      Control occurs due to a Fundamental Transaction, at Brotman’s discretion in a
      lump sum upon such termination.  The incentive compensation paid to
      Brotman pursuant to the foregoing sentence shall be an amount which is not
      less
      than the amount of incentive compensation (excluding stock option grants)
      Brotman received in the year immediately prior to the Date of Termination (and
      if such Date of Termination shall occur prior to Brotman receiving any incentive
      compensation, the incentive compensation for the purposes of this paragraph
      will
      be deemed to be in an amount equal to the Base Compensation).  In the
      addition to the foregoing, any restricted stock of RAI or its affiliates
      outstanding on the Date of Termination shall be fully vested as of the Date
      of
      Termination and all options outstanding on the Date of Termination shall be
      fully vested and exercisable in accordance with the terms of the applicable
      plan
      and grant.  The payments and benefits provided pursuant to this
      Section 7(e) are intended as liquidated damages for a termination of Brotman’s
      employment by RAI other than for Cause or for the actions of RAI leading to
      a
      termination of Brotman’s employment by Brotman for Good Reason, and shall be the
      sole and exclusive remedy therefor.  Notwithstanding anything herein
      to the contrary, any termination of Brotman’s employment within one hundred
      twenty (120) days prior to a Change of Control (other than for Cause) will
      be
      deemed to have been in anticipation of such Change of Control.

    


    8.           Confidential
      Information.  All confidential information or trade
      secrets which Brotman may obtain during the period of employment relating to
      the
      business of RAI and its affiliates shall not be published, disclosed, or made
      accessible by him to any other person, firm, or corporation except in the
      business and for the benefit of RAI and its affiliates.  The
      provisions of this Section 8 shall survive the termination of this Agreement,
      but shall not apply to any information which is or becomes publicly available
      otherwise than by any breach of this Section 8.

    


    9.           Covenant
      Not to Solicit.  Brotman shall not, during the Term and
      for a period ending on the date one (1) year from the Date of Termination,
      directly or indirectly through another person or entity (i) induce or
      attempt to induce any officer or employee of RAI or its affiliates to leave
      the
      employ of RAI or such affiliate, or in any way interfere with the relationship
      between RAI and any of its affiliates and any officer or employee thereof,
      (ii) hire any person who was an officer or employee of RAI or any of its
      affiliates within 180 days after such person ceased to be an officer or employee
      of RAI or any of its affiliates or (iii) induce or attempt to induce any
      customer, supplier, vendor, licensee, issuer, originator, investor or other
      business relation of RAI or any of its affiliates to cease doing business with
      RAI or such affiliate or in any way interfere with the relationship between
      any
      such customer, supplier, vendor, licensee, issuer, originator, investor or
      business relation and RAI or any of its affiliates.

    


    10.           Remedies
      in Case of Breach of Certain Covenants or
      Termination.  RAI and Brotman agree that the damages that
      may result to RAI from misappropriation of confidential information or
      solicitation as prohibited by Sections 8 and 9 could be estimated only by
      conjecture and not by any accurate standard, and, therefore, any breach by
      Brotman of the provisions of such Sections, in addition to giving rise to
      monetary damages, will be enjoined.

    


    
      
        
        

      

      
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    11.           Assignment.

    


    (a)           This
      Agreement is personal to Brotman and, without the prior written consent of
      RAI,
      shall not be assignable by Brotman.  This Agreement shall inure to the
      benefit of and be enforceable by Brotman’s legal representatives.

    


    (b)           This
      Agreement shall inure to the benefit of and be binding upon RAI and its
      successors and assigns, and RAI may assign this Agreement to any company in
      which RAI has an interest.  Brotman acknowledges and agrees that, if
      this Agreement is assigned pursuant to the previous sentence, he will also,
      if
      requested by any affiliate of RAI perform the reasonable duties of a vice
      president of finance of any such affiliate.

    


    (c)           RAI
      shall require any successor (whether direct or indirect, by purchase, merger,
      consolidation, or otherwise) to all or substantially all of the business and/or
      assets of RAI expressly to assume and agree to perform this Agreement in the
      same manner and to the same extent that RAI would have been required to perform
      it if no such succession had taken place.  As used in this Agreement,
“RAI” shall mean both RAI as defined above and any such successor that assumes
      and agrees to perform this Agreement, by operation of law or
      otherwise.

    


    12.           Miscellaneous.

    


    (a)           Severability.  In
      case any one or more of the provisions contained herein shall, for any reason,
      be held to be invalid, illegal, or unenforceable in any respect such validity,
      illegality or unenforceability shall not affect any other provisions of this
      Agreement, and this Agreement shall be construed as if such invalid, illegal
      or
      unenforceable provision(s) had never been contained herein, provided that such
      invalid, illegal or unenforceable provision(s) shall first be curtailed, limited
      or eliminated only to the extent necessary to remove such invalidity, illegality
      or unenforceability with respect to the applicable law as it shall then be
      applied.

    


    (b)           Modification
      of Agreement.  This Agreement shall not be modified by any
      oral agreement, either expressed or implied, and all modifications thereof
      shall
      be in writing and signed by the parties hereto.

    


    (c)           Waiver.  The
      waiver of any right under this Agreement by any of the parties hereto shall
      not
      be construed as a waiver of the same right at a future time or as a waiver
      of
      any other rights under this Agreement.

    


    (d)           Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the internal laws of the Commonwealth of Pennsylvania, without
      giving affect to the principles of conflicts of laws.

    


    (e)           Notices.  Any
      notice to be given pursuant to this Agreement shall be sufficient if in writing
      and mailed by certified or registered mail, postage-prepaid, to the addresses
      listed below, or to such other address as either party may notify the other
      of
      in accordance with this Section.

    


    
      
        
        

      

      
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    If
      to
      RAI:

    


    Resource
      America, Inc.

    
      	
               

            	
              1845
                Walnut Street

            


    

    
      	
               

            	
              Suite
                1000

            


    

    
      	
               

            	
              Philadelphia,
                PA 19103

            


    

    
      	
               

            	
              Attn:
                Michael S. Yecies

            


    

    


    If
      to
      Brotman:

    


    Jeffrey
      F. Brotman

    P.O.
      Box 738

    Gladwyne,
      PA 19035

    


    


    (f)           Duplicate
      Originals and Counterparts.  This Agreement may be executed
      in any number of duplicate originals or counterparts or facsimile counterparts,
      each of such duplicate original or counterpart or facsimile counterpart shall
      be
      deemed to be an original and all taken together shall constitute but one and
      the
      same instrument.

    


    


    IN
      WITNESS WHEREOF, the parties hereto
      have executed or caused to be executed this Agreement as of the date first
      above
      written.

    


    


    RESOURCE
      AMERICA, INC.

    


    


    By:____________________________

    Michael
      S. Yecies

    SVP,
      CLO & Sec.

    


    


    JEFFREY
      F. BROTMAN

    


    ________________________________

     

     

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