EX-10.52






 




    Exhibit 10.52



 



    March 5, 2009



 



    Mr. Peter H. Rothschild




    Interim Chairman of the Board of Directors




    Deerfield Capital Corp.




    130 East 59th

    Street,
    12th Floor





    New York, NY 10022



 



    Dear Mr. Rothschild:



 



    The purpose of this letter agreement (the “Agreement”)
    is to extend, for the 2009 calendar year, the compensation terms
    established in the letter agreement that Deerfield Capital Corp.
    (“DFR” or “we”) entered into with you on
    July 29, 2008, establishing your compensation for the 2008
    calendar year (the “Prior Agreement”) as Interim
    Chairman of our Board of Directors, or the Board, subject to
    certain technical changes reflecting the applicability of the
    Agreement to the 2009 rather than 2008 year and the
    addition of a success fee relating to your efforts in connection
    with a proposed new investment fund to be managed by DFR (the
    “Fund”).



 



    By your execution and delivery to us of a copy of this
    Agreement, this Agreement will become a binding legal obligation
    of the parties, replacing in its entirety the Prior Agreement
    other than amounts already paid or agreed by us to be paid to
    you pursuant to the compensation arrangements for your services
    during calendar year 2008.



 



    The compensation specified in this Agreement was recommended to
    the Board by the Compensation Committee of the Board (the
    “Committee”) and generally reflects the factors noted
    in the Prior Agreement. The Committee also considered, among
    other factors, your vital contributions to DFR and its
    shareholders in 2008; the extensive amount of time you expect to
    continue to devote to DFR matters in 2009; the expected
    continuation in 2009 of the severe credit market dislocations
    experienced in 2008 and their continuing impact on DFR; and
    various other major challenges that DFR is likely to face in
    2009 that will require your time and high level of skills.



 



    Accordingly, DFR proposes to pay you, for the period
    January 1, 2009 through December 31, 2009, the amounts
    set forth below, subject to the terms and conditions set forth
    below.



 


			
	 	    1.  
	
    Base Fee




 



    a. Base Fee.  Subject to c. below, DFR
    shall pay you a fee (the “Base Fee”) of $500,000 for
    the 2009 calendar year. The Base Fee will be paid in cash, in
    accordance with payroll practices of DFR’s subsidiary,
    Deerfield Capital Management LLC (“DCM”).



 



    b. Expense Reimbursement.   Subject to
    1.c. below, DFR shall reimburse you for the amounts you owe to
    Daroth Capital LLC for expenses relating to office space,
    information technology and other items in an amount equal to
    $10,000 per month for the 2009 calendar year (the “Expense
    Reimbursement”). The Expense Reimbursement will be paid in
    cash, on a monthly basis. The Expense Reimbursement is in
    addition to any out-of-pocket expenses incurred by you in
    connection with your activities on DFR’s behalf.



 



    c. Termination of Base Fee and Expense
    Reimbursement.  DFR shall terminate the Base Fee
    and Expense Reimbursement immediately upon your
    (i) voluntary resignation as Board Chairman,
    (ii) death or Disability (as defined below),
    (iii) removal as a Board member pursuant to the Director
    removal provision in Section 4.8 of DFR’s Charter as
    in effect on the date hereof or (iv) failure to be
    re-elected as a Director by the DFR stockholders at the next DFR
    annual stockholders meeting. Disability means your physical or
    mental incapacity as a result of which you are unable for a
    period of 90 days during any
    180-day
    period to perform your duties as Board Chairman with
    substantially the same level of quality as immediately before
    the incapacity.



 



    d. Equity Participation.   There shall be
    no prohibition against the Committee, in the exercise of its
    discretion, granting you all or part of the equity awards
    granted to the independent directors of the Board (upon the same
    terms and conditions as the grants to such directors).













 





			
	 	    2.  
	
    Success Fees




 



    a. General.  You shall be eligible in 2009
    for each of the three success fees specified below —
    namely, the Capital Transaction Success Fee, the Non-Capital
    Transaction Success Fee and the Fund Success Fee. The
    Committee shall have complete discretion as to whether either or
    both of the Capital Transaction or Non-Capital Transaction
    Success Fee is awarded and, if awarded, the amount of the fee
    (subject to the ceilings on each fee specified below), as well
    as the fee portion, if any, payable in cash and the portion, if
    any, payable in Performance Shares (as defined in the DFR Stock
    Incentive Plan (the “Plan”) in effect on the date
    hereof) or other non-cash compensation specified in the Plan.
    The Committee shall also have complete discretion as to the
    vesting and other provisions relating to such non-cash awards,
    subject to the condition that such provisions shall generally be
    comparable to those relating to the awards of non-cash
    compensation to DCM employees for their 2009 services. The award
    of the Fund Success Fee shall not be discretionary on the
    part of DFR but instead shall be awarded if you meet the
    objective criteria specified below for that fee.



 



    b. Capital Transaction Success Fee.  You
    shall be eligible for a Capital Transaction Success Fee, not to
    exceed $1,000,000, if, in your capacity as Board Chairman, you
    are instrumental in causing DFR to execute agreement(s) for a
    Capital Transaction, as defined below, in 2009 that
    substantially increase DFR shareholder value.



 



    A Capital Transaction means (i) the ownership or
    acquisition by any person of more than 50% of the outstanding
    common stock of DFR; (ii) the merger or consolidation of
    DFR with or into any person; or (iii) any one or a series
    of related sales or conveyances to any person of all or
    substantially all of DFR’s assets.



 



    c. Non-Capital Transaction Success
    Fee.  You shall also be eligible for the
    Non-Capital Transaction Success Fee, not to exceed $500,000, if
    the following conditions are met: (i) in your capacity as
    Board Chairman you are instrumental in causing DFR to engage in
    actions other than a Capital Transaction that increase DFR
    shareholder value, such as strategic partnerships or joint
    ventures, and (ii) such actions result in a substantial
    increase in DFR shareholder value in 2009. For the avoidance of
    doubt, your award of the Capital Transaction Success Fee shall
    not affect your eligibility for the Non-Capital Transaction
    Success Fee, nor vice versa.



 



    d. Fund Success Fee.  In
    consideration of your efforts in connection with the Fund, which
    we believe to be vital to DFR’s future, DFR shall pay you a
    Fund Success Fee of $250,000, provided the closing of the
    initial capital commitments to the Fund occurs on or before
    June 30, 2009 and the total amount of such commitments
    exceeds $50,000,000. Those efforts include your introduction to
    us of potential lead investors in the Fund and your guidance of
    negotiations with such potential investors. For the avoidance of
    doubt, you shall be entitled to the Fund Success Fee
    (provided the capital commitment requirement specified in the
    previous sentence is met) notwithstanding (i) the
    occurrence of any of the events specified in
    paragraph 1.c.(i) and (ii) above or (ii) the
    award of either or both of the Capital Transaction or
    Non-Capital Transaction Success Fees.



 



    e. Committee Discretion.  You acknowledge
    and agree that the awards of the Capital Transaction and
    Non-Capital Transaction Success Fees (as distinguished from the
    Fund Success Fee) are wholly within the discretion of the
    Committee, as are the amounts of those two Success Fees and the
    cash or stock components of the two Success Fees; that the
    Committee may award you both or one of the two Success Fees and
    not the other; and that the Committee might not award you either
    of the two Success Fees.



 



    Deerfield Capital Corp.



 


			
	 	    By: 
	
    /s/  Jonathan
    W. Trutter









    Name:     Jonathan W. Trutter



			
	 	    Its:      
	
    Chief Executive Officer




 



    Agreed and Acknowledged:



 



    /s/  Peter
    H. Rothschild








    Peter H. Rothschild