Exhibit 10.44


 


FIRST AMENDMENT


TO


CRIIMI MAE INC. DEFERRED COMPENSATION PLAN


 


The CRIIMI MAE Inc. Deferred Compensation Plan is amended as follows
effective as of January 1, 2005:


 


1.                                       Section
10(a) entitled “Commencement of Payment” is amended to add as the last sentence
thereof the following:


 


Notwithstanding this Section 10(a) and
Section 10(d), payments to a “key” employee, as defined in Code Section 416(i) without regard to paragraph (5) thereof, shall not be
made or commence until the last business day of the second calendar quarter
after the Participant incurs a 
Termination of Service other than by reason of death.


 


2.                                       Section
10(f) entitled “Emergency Payments” is amended to add as the last sentence
thereof the following:


 


Notwithstanding the above, the term “unforeseeable
emergency” shall be interpreted consistent with any regulations or rulings
promulgated under Code Section 409A(a)(2)(B)(ii).


 


3.                                       Section
10(g) entitled “Payments following a Change in Control” is deleted in its
entirety and the following is substituted.


 


(g)                                 Vesting following a
Change in Control.  Unless the Board
shall determine otherwise at the time of the grant of a Restricted Stock Unit,
the Restricted Stock Unit (and any dividend equivalents attributable to same) to
the extent not then vested shall become one hundred percent (100%) vested
immediately prior to a Change in Control. 
The grant agreement evidencing the Restricted Stock Unit shall set forth
any such provisions.


 


4.                                       Section
11(b) is deleted in its entirety and the following is substituted:


 


(b)                                 Except as provided
otherwise in the Plan, in the event of the liquidation or dissolution of the
Company or a merger or consolidation of the Company (a “Transaction”), each
Participant shall be entitled to receive in respect of each Share subject to
any outstanding Restricted Stock Unit upon payment, the same number and kind of
stock, securities, cash, property or other consideration that each holder of a
Share was


 





















 


entitled to receive in the Transaction in respect of a Share; provided,
however, that such stock, securities, cash, property, or other consideration
shall remain subject to all of the conditions, restrictions and performance
criteria which were applicable to the Restricted Stock Unit prior to such
Transaction (unless the Restricted Stock Units have then become 100% vested
under Section 10(g)).


 


5.                                       The
last sentence of Section 13 is deleted and the following sentence is
substituted:


 


Notwithstanding the foregoing, to the extent
set forth in the agreement evidencing a transaction resulting in a Change in
Control, or to the extent determined by the Board in its sole discretion, all
Restricted Stock Units that are outstanding upon a Change in Control which
meets the requirements of section IV(B) of IRS Notice 2005-1, or any successor
notices, regulations or rulings, shall be cancelled, the Plan shall be
terminated and each Participant will be entitled to receive a lump sum cash
payment in an amount equal to his or her Account Balance within 12 months of
the Change in Control.


 


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