EXHIBIT
10.1
EMPLOYMENT
AGREEMENT
This Employment
Agreement (“ Agreement ”) is executed on
this 17 TH day of November, 2006, by and between
RESOURCE AMERICA, INC., a Delaware corporation having its principal
place of business at 1845 Walnut Street, Philadelphia, Pennsylvania
19103 (“ RAI ”), and MICHAEL S. YECIES (“
Yecies ”).
BACKGROUND
A.
Since 1998, Yecies has been an
officer of RAI and currently he serves as Senior Vice President,
Chief Legal Officer and Secretary of RAI.
B.
Yecies and RAI desire to formally
set forth the terms, conditions and agreements regarding
Yecies’ employment as Senior Vice President, Chief Legal
Officer and Secretary of RAI.
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 Yecies hereby agree as follows:
1)
Employment . During the term of this Agreement, Yecies
shall be employed as a Senior Vice President, Chief Legal Officer
and Secretary of RAI.
2)
Duties . Yecies shall report to, and accept direction
from, the Chief Executive Officer of RAI and from the Board of
Directors of RAI (the “ Board ”). Yecies shall
serve RAI diligently, competently and to the best of his abilities.
Yecies shall devote substantially all of his time and attention to
the business of RAI and its affiliates, and shall not undertake any
other duties which conflict with these responsibilities. Yecies
shall render such services as may reasonably be required of him to
accomplish the business purposes of RAI, and such duties as may be
assigned to him from time to time and which are appropriate for his
positions at RAI.
3)
Term
. Yecies’s employment
hereunder shall commence on the date hereof 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 Yecies of its election to terminate this Agreement at the
end of the one (1) year period then in effect.
a)
Base
Compensation .
Yecies’s compensation during the Term shall be determined by
the Board, subject to the next sentence and Section 4b). During the
initial year
of the Term,
RAI shall pay to Yecies “ Base Compensation ”
initially in an amount equal to Two Hundred Ten Thousand Dollars
($210,000.00) per annum (the “Initial Level”).
Yecies’s Base Compensation will be payable in accordance with
the general payroll practices by which RAI pays its executive
officers, and the historical practice of RAI’s compensation
of Yecies. It is understood that RAI, through the compensation
committee of the Board of RAI, will review Yecies’s
performance on an annual basis and increase or decrease (but in no
event below the Initial Level) his Base Compensation based upon his
performance.
(b)
Incentive
Compensation .
During the Term, Yecies 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
Yecies’s performance.
5)
Benefits .
Yecies shall be
entitled to receive the following benefits from RAI:
a)
Participation in
Plans . Yecies 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 Yecies is eligible
under the terms of such plans or programs.
b)
Disability
. Yecies 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 Yecies is eligible under the terms of
such plans or programs.
c)
Reimbursement of
Expenses . RAI shall
reimburse Yecies for all reasonable expenses incurred by Yecies in
the performance of his duties, including without limitation
expenses incurred during business-related travel. Yecies 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 . Yecies 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. 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, Yecies’s
employment hereunder shall terminate as a result of any of the
following events:
b)
Termination by RAI, for Cause.
“ Cause ” shall encompass the following:
(i) Yecies has committed any act of fraud; (ii) illegal
conduct or gross misconduct by Yecies, 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)
Yecies is charged with a felony;
(iv) the
continued failure of Yecies substantially to perform Yecies’s
duties under this Agreement (other than as a result of physical or
mental illness or injury), after RAI delivers to Yecies a written
demand for substantial performance that specifically identifies,
with reasonable opportunity to cure, the manner in which RAI
believes that Yecies has not substantially performed his duties; or
(v) Yecies has failed to follow reasonable written directions of
RAI which are consistent with his duties hereunder and not in
violation of applicable law, provided Yecies 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 Yecies;
d)
Yecies 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 Yecies, by reason of such physical or
mental disability, is rendered unable to perform his duties and
services hereunder (a “ Disability ”). A
termination of Yecies’s employment by RAI for Disability
shall be communicated to Yecies by written notice, and shall be
effective on the thirtieth (30 th ) day after receipt of
such notice by Yecies (the “ Disability Effective Date
”), unless Yecies returns to full-time performance of his
duties before the Disability Effective Date.
e)
A termination by Yecies 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 Yecies’s
position, authority, 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 Yecies; (ii) any purported termination of
Yecies’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; or
(iv) 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 Yecies; provided,
however, that termination by Yecies 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 Yecies 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 Yecies relies. In
the event of a Change of Control, Yecies 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 Yecies following a
Change of Control (as defined below) of RAI.