rsoproxy.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12


RESOURCE CAPITAL CORP.
(Name of Registrant as Specified In Its Charter)
 
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)


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(2) 
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(3) 
 
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Fee paid previously with preliminary materials.

 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
 
 
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RESOURCE CAPITAL CORP.
712 Fifth Avenue        New York, NY  10019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Thursday, June 23, 2011

To the Stockholders of RESOURCE CAPITAL CORP.:

Notice is hereby given that the annual meeting of stockholders of RESOURCE CAPITAL CORP., a Maryland corporation, will be held at The Sheraton New York Hotel & Towers, 811 7th Avenue, Conference Room H, New York, New York, on Thursday, June 23, 2011, at 9:00 a.m. (the “Meeting”), for the following purposes:
 
 
1.
To elect the eight directors named in the enclosed proxy statement to serve until the next annual meeting of stockholders in 2012;
 
 
2.
To approve a proposal to adopt the Resource Capital Corp. Amended and Restated 2007 Omnibus Equity Compensation Plan;
 
 
3.
To approve, in an advisory (non-binding) vote, the Resource Capital Corp. 2010 compensation program for its named executive officers;
 
 
4.
To choose, in an advisory (non-binding) vote, how often Resource Capital Corp. will conduct stockholder advisory votes on executive compensation; and
 
 
5.
To transact such other business as may properly be brought before the Meeting and any adjournment, postponement or continuation thereof.
 
Only stockholders of record on our books at the close of business on April 25, 2011, will be entitled to notice of and to vote at the Meeting or any adjournment thereof.  A list of stockholders entitled to vote at the Meeting will be available for inspection at the Meeting and for 10 days before the Meeting at our offices at 712 Fifth Avenue, New York, New York 10019.  The stock transfer books will not be closed.

STOCKHOLDERS CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ASSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY.  THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE AND YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE ITS USE.  ONLY PERSONS WHO ARE STOCKHOLDERS AS OF APRIL 25, 2011 OR THEIR DULY AUTHORIZED REPRESENTATIVES OR PROXIES ARE INVITED TO ATTEND THE MEETING.  IF YOU PLAN TO ATTEND YOU NEED TO BRING A FORM OF PERSONAL IDENTIFICATION WITH YOU.  IF YOUR STOCK IS HELD OF RECORD BY A BANK, BROKER OR OTHER NOMINEE, YOU ALSO NEED TO BRING AN ACCOUNT STATEMENT INDICATING THAT YOU BENEFICIALLY OWN THE SHARES AS OF THE RECORD DATE, OR A LETTER FROM THE RECORD HOLDER INDICATING THAT YOU BENEFICIALLY OWN THE SHARES AS OF THE RECORD DATE, AND IF YOU WISH TO VOTE AT THE MEETING YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

                 By order of the Board of Directors,


                 Michael S. Yecies, Secretary
                 May 5, 2011

Important Notice Regarding the Availability of Proxy Materials for
the Meeting to be held on June 23, 2011:

The proxy statement and our 2010 Annual Report are available at:
http://phx.corporate-ir.net/phoenix.zhtml?c=192004&p=proxy

 
 
 

RESOURCE CAPITAL CORP.
712 Fifth Avenue                New York, NY  10019

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JUNE 23, 2011


ABOUT THE MEETING
 


Solicitation of Proxies.  This proxy statement and the accompanying proxy are furnished to stockholders of Resource Capital Corp. in connection with the solicitation by our Board of Directors, which we refer to as the Board, of proxies for use at the 2011 annual meeting of stockholders of Resource Capital Corp. to be held on June 23, 2011, at 9:00 a.m., which we refer to as the Meeting, at The Sheraton New York Hotel & Towers, 811 7th Avenue, Conference Room H, New York, New York, and at any and all adjournments thereof.

Mailing Date.  Our annual report on Form 10-K, including consolidated financial statements, which we refer to as our 2010 Form 10-K, the Notice of Annual Meeting, this proxy statement and the enclosed proxy card are being mailed on or about May 5, 2011.

Who Can Vote.  Only stockholders of record at the close of business on April 25, 2011 will be entitled to notice of and to vote at the Meeting.  Each of the approximately 70,653,918 shares of our common stock issued and outstanding on that date is entitled to one vote at the Meeting.

How to Vote — Proxy Instructions.  If you are a holder of record of Resource Capital Corp. common stock, you may vote your shares by mailing in your proxy card. Stockholders who hold their shares in “street name” will need to obtain a voting instruction card from the institution that holds their shares and must follow the voting instructions given by that institution.

You may specify whether your shares should be voted for all, some or none of the nominees for director (Proposal 1); you may further specify whether your shares should be voted for, against or abstain on the adoption of the Resource Capital Corp. Amended and Restated 2007 Omnibus Equity Compensation Plan (the “Omnibus Plan”) (Proposal 2); and you may also specify whether your shares should be voted for, against or abstain on the approval of our 2010 executive compensation program (Proposal 3).  However, in regards to the frequency vote on future approvals of our executive compensation programs (Proposal 4), you may choose to vote for annual, biennial or triennial advisory votes, or you may abstain.

If you do not specify how you want to vote your shares on your proxy card, and your shares are not designated as broker non-votes, we will vote them “For” the election of all nominees for director as set forth under “Proposal 1: Election of Directors” and “For” adoption of the Omnibus Plan as set forth under “Proposal 2: Adoption of the Resource Capital Corp. Amended and Restated 2007 Omnibus Equity Compensation Plan” below.  If you do not specify how you want to vote your shares on “Proposal 3”, the advisory vote on the 2010 compensation program for our named executive officers, and “Proposal 4”, the advisory vote on the frequency of the stockholder advisory votes on executive compensation, your votes will be counted as abstentions.  A broker “non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Revocation of Proxies.  If you are a holder of record, you may revoke your proxy at any time before it is exercised in any of three ways:
 
 
1)  
by submitting written notice of revocation to our Secretary;
 
 
 
 
 
 
2)  
by submitting another proxy by mail that is later dated and properly signed; or
 
 
3)  
by voting in person at the Meeting. 
  
If your shares are held in street name, you must contact your broker or nominee to revoke and vote your proxy.

Quorum.  A quorum of stockholders is necessary to hold a valid meeting.  A quorum will exist if the holders representing a majority of the votes entitled to be cast by the stockholders at the Meeting are present, in person or by proxy.  Broker non-votes will be counted as present for purposes of determining the existence of a quorum, but since they are neither a vote cast in favor of, nor a vote cast opposing, a proposed action, abstentions and broker non-votes typically will not be counted as a vote cast on any matter.

Required Vote.  In order to be elected as a director as described in Proposal 1 below, a nominee must receive a plurality of all of the votes cast at the Meeting at which a quorum is present.  The “plurality” standard means the nominees who receive the largest number of “for” votes cast are elected as directors. Thus, the number of shares not voted for the election of a nominee (and the number of “withhold” votes cast with respect to that nominee) will not affect the determination of whether that nominee has received the necessary votes for election. If any nominee is unable or declines to serve, proxies will be voted for the balance of those named and for such person as shall be designated by the Board to replace any such nominee.  However, the Board does not anticipate that this will occur.

In order to approve the adoption of the Omnibus Plan as described in Proposal 2 below, the affirmative vote of the holders of at least a majority of the votes cast at the Meeting at which a quorum is present is required, either in person or by proxy.  In addition, under New York Stock Exchange rules, in order to list the additional common shares that would be issuable under the Omnibus Plan on the NYSE if the proposed Omnibus Plan is approved, the total votes cast on Proposal 2 must represent over 50% in interest of all shares of common stock.  The shares not voted for approval and abstentions will be counted as votes cast on the matter.

With respect to the advisory votes on our 2010 compensation program and on the frequency of votes on our compensation programs, we will be using the plurality standard. Thus, the option that garners the most votes will be approved, and abstentions and broker non-votes will not be counted.

Other Business.  We do not intend to bring any business before the meeting other than that set forth in the Notice of the Annual Meeting and described in this proxy statement. However, if any other business should properly come before the meeting, the persons named in the proxy card intend to vote in accordance with their best judgment on such business and on any matters dealing with the conduct of the meeting pursuant to the discretionary authority granted in the proxy.

Costs.  We pay for the preparation and mailing of the Notice of the Annual Meeting and proxy statement.  We have also made arrangements with brokerage firms and other custodians, nominees, and fiduciaries for forwarding proxy-soliciting materials to the beneficial owners of our common stock at our expense.

Stockholders Sharing an Address.  Stockholders sharing an address with another stockholder may receive only one annual report or one set of proxy materials at that address unless they have provided contrary instructions.  Any such stockholder who wishes to receive a separate copy of the annual report or a separate set of proxy materials now or in the future may write or call us to request a separate copy of these materials from: Investor Relations, 712 Fifth Avenue, New York, NY 10019; telephone number (212) 506-3870.  We will promptly deliver a copy of the requested materials.  Similarly, stockholders who have received multiple copies of the proxy materials, and share an address with another stockholder, may write the above address or call the above phone number to request delivery of a single copy of these materials.

 
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SECURITY OWNERSHIP
 


The following table sets forth the number and percentage of shares of common stock owned, as of April 25, 2011, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding shares of common stock, (b) each of our present directors, (c) each of our executive officers and (d) all of our named executive officers and directors as a group.  This information is reported in accordance with the beneficial ownership rules of the Securities and Exchange Commission under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days.  Shares of common stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person.

Executive officers and directors: (1)
  
Shares owned
    
Percentage
  
Walter T. Beach (4) (5)
     1,049,032       1.48%  
Edward E. Cohen (2)
     574,120       *  
Jonathan Z. Cohen (2)(3)
     933,163       1.32%  
William B. Hart (5)
     34,416       *  
Gary Ickowicz (5)
     16,996       *  
Steven J. Kessler (2)(3)
     110,000       *  
Murray S. Levin (5)
     28,416       *  
P. Sherrill Neff (5)
     34,416       *  
                 
Jeffrey D. Blomstrom (2)(3)
     119,263       *  
David E. Bloom (2)(3)
     230,481       *  
Jeffrey F. Brotman (3)
     102,369       *  
David J. Bryant (2)(3)
     104,460       *  
All executive officers and directors as a group (12 persons)
     3,337,132       4.71%  
*      Less than 1%.
 
(1)  
The address for all of our executive officers and directors is c/o Resource Capital Corp., 712 Fifth Avenue, 12th Floor, New York, New York 10019.
 
(2)  
Includes stock options to purchase common shares granted to certain officers and directors as follows:  Mr. E. Cohen – 25,000; Mr. J Cohen – 100,000; Mr. Kessler – 10,000; Mr. Blomstrom – 10,000; Mr. Bloom – 100,000; and Mr. Bryant – 10,000.
 
(3)  
Includes restricted stock awards granted to certain officers and directors as follows:  (i) on January 22, 2010: Mr. Blomstrom – 14,450 shares, Mr. Bloom – 19,267 shares; Mr. Brotman – 19,267 shares; Mr. Bryant – 19,267 shares; Mr. J. Cohen – 57,803 shares; and Mr. Kessler – 19,267 shares; all these shares vest 33.33% per year; (ii) on January 26, 2011: Mr. Brotman – 83,102 shares; Mr. J. Cohen – 138,504 shares; and Mr. Kessler – 13,850 shares; all these shares vest 100% in three years; and (iii) on February 8, 2011: Mr. Blomstrom – 82,987 shares; Mr. Bloom – 27,662 shares; and Mr. Bryant – 27,662 shares; all these shares vest 100% in three years.  Each such person has the right to receive distributions on and vote, but not to transfer, such shares.
 
(4)  
Includes 1,013,478 shares purchased on behalf of accounts managed by Beach Asset Management, LLC, Beach Investment Counsel, Inc. and/or Beach Investment Management, LLC, investment management firms for which Mr. Beach is a principal and possesses investment and/or voting power over the shares.  The address for these investment management firms is Five Tower Bridge, 300 Barr Harbor Drive, Suite 220, West Conshohocken, Pennsylvania 19428.
 
(5)  
Includes (i) 3,020 shares of restricted stock issued to each of Messrs. Beach, Hart, Levin and Neff on March 8, 2011 which vest on March 8, 2012, and (ii) 3,120 shares of restricted stock issued to Mr. Ickowicz on February 1, 2011 which vest on February 1, 2012.  Each non-employee director has the right to receive distributions on and vote, but not to transfer, such shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of all such reports.  Based solely on our review of the reports received by us, we believe that, during fiscal 2010, our officers, directors and greater than ten percent stockholders complied with all applicable filings requirements.

 
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PROPOSAL 1:  ELECTION OF DIRECTORS
 


The Board, upon the recommendation of its Nominating and Governance Committee, has nominated Messrs. Walter T. Beach, Edward E. Cohen, Jonathan Z. Cohen, William B. Hart, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff to serve as our directors until the next annual meeting of stockholders or until their respective successors are duly elected and qualified.  The stockholders have the right to annually elect all eight director nominees to our Board.

The persons named in the enclosed proxy intend, in the absence of a contrary direction, to vote for Messrs. Beach, E. Cohen, J. Cohen, Hart, Ickowicz, Kessler, Levin and Neff.  The Board knows of no reason why any nominee would be unable or unwilling to serve, but if any nominee should be unable or unwilling to serve, the proxies will be voted for the election of such other person for director as the Nominating and Governance Committee of the Board may recommend in the place of such nominee.  The Board of Directors recommends that stockholders vote “FOR” all of the nominees.

Information is set forth below regarding the principal occupation of each Board nominee.  There are no family relationships among the nominees except that Jonathan Z. Cohen, our President and Chief Executive Officer and a director, is a son of Edward E. Cohen, a director and our former Chairman.

Nominees for Election

Walter T. Beach, age 44, has been a director since March 2005.  Mr. Beach has been Managing Director of Beach Investment Counsel, Inc., an investment management firm, since 1997.  From 1993 to 1997, Mr. Beach was a Senior Analyst and Director of Research at Widmann, Siff and Co., Inc., an investment management firm where, beginning in 1994, he was responsible for the firm’s investment decisions for its principal equity product.  Before that he was an associate and financial analyst at Essex Financial Group, a consulting and merchant banking firm, and an analyst at Industry Analysis Group, an industry and economic consulting firm.  Mr. Beach has served as a director of The Bancorp, Inc., a publicly-traded (NASDAQ: TBBK) bank holding company, and its subsidiary bank, The Bancorp Bank, since 1999.  Mr. Beach has also served as a director of Institutional Financial Markets, Inc. and its predecessor, Cohen & Company, a publicly-traded (AMEX: IFMI) financial services company specializing in credit related fixed income investments, since December 2009.

Edward E. Cohen, age 72, has been a director since March 2005 and was our Chairman from March 2005 to November 2009.  Mr. Cohen has been Chairman of Resource America, Inc., the corporate parent of Resource Capital Manager, Inc. (the “Manager”), our external manager, since 1990.  He was Resource America’s Chief Executive Officer from 1988 to 2004 and its President from 2000 to 2003.  Prior to its acquisition by Chevron Corporation in February 2011, he was Chairman and Chief Executive Officer of Atlas Energy, Inc. (f/k/a/ Atlas America, Inc.), a publicly-traded (NASDAQ: ATLS) energy company, from 2000 to February 2011.  He was Chairman of Atlas Energy GP, LLC (f/k/a Atlas Pipeline Holdings GP, LLC), the general partner of Atlas Energy, L.P., a publicly-traded (NYSE: AHD) energy company, from 2006 to February 2011, and has been Chief Executive Officer and President of Atlas Energy GP since February 2011.  He has been Chairman of the Managing Board of Atlas Pipeline Partners GP, LLC, a wholly-owned subsidiary of Atlas Energy, L.P. that is the general partner of Atlas Pipeline Partners, L.P., a publicly-traded (NYSE: APL) natural gas pipeline company, since its formation in 1999.  He is also Chairman of Brandywine Construction & Management, Inc., a privately-held real estate management company.  From 1981 to 1999 he was Chairman of the Executive Committee of JeffBanks, Inc., a bank holding company acquired by Hudson United Bancorporation.  From 1969 to 1989 he was Chairman of the Executive Committee of State National Bank of Maryland (now a part of Wachovia Bank).
 
 
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Jonathan Z. Cohen, age 40, has been our Chief Executive Officer, President and a director since March 2005.  Mr. Cohen has been President since 2003, Chief Executive Officer since 2004 and a director since 2002 of Resource America.  He was Executive Vice President of Resource America from 2001 to 2003, and a Senior Vice President from 1999 to 2001.  He has been Vice Chairman of the Managing Board of Atlas Pipeline Partners GP since its formation in 1999, Vice Chairman of Atlas Energy, Inc. from 2000 to February 2011, Vice Chairman of Atlas Energy GP from 2006 to February 2011, and Chairman of Atlas Energy GP since February 2011.  He was the Vice Chairman of RAIT Investment Trust, (now RAIT Financial Trust) a publicly-traded (NYSE: RAS) REIT, from 2003 to 2006, and Secretary, trustee and a member of RAIT’s investment committee from 1997 to 2006.

William B. Hart, age 67, has been a director since March 2005.  Mr. Hart was Chairman of the Board of Trustees of the National Trust for Historic Preservation from 1999 to 2004.  He was also a director of Anthem, Inc. (now Wellpoint, Inc.), a publicly-traded (NYSE: WLP) health insurance company, from 2000 to 2004.  Mr. Hart was Director of SIS Bancorp from 1995 to 2000.  From 1988 to 1999, Mr. Hart served in various positions with Blue Cross/Blue Shield of New Hampshire, ending as Chairman of the Audit Committee and Chairman of the Board of Directors from 1996 to 1999.  He also served as President of the Foundation for the National Capital Region, Washington, DC, from 1993 to 1996 and President of The Dunfey Group, a private investment firm, from 1986 to 1998.  From 1986 to 1994 he was a director of First NH Banks where he was Chairman of the Audit Committee from 1992 to 1994.

Gary Ickowicz, age 55, has been a director since February 2007.  Mr. Ickowicz has been a Managing Principal of Lazard Freres Real Estate Investors, a manager of funds invested in debt and equity securities of North American real estate assets and enterprises, since 2001.  He was a director of Lazard Freres’s real estate investment banking unit from 1989 through 2001.  Since 2000 he has been a director of Grant Street Settlement, and since 2002 he has been a director of NCC/Neumann, both not-for-profit developers of senior housing.  Since 2001 he has been a director of Commonwealth Atlantic Properties, Inc., a privately-held REIT.  From 2001 to 2006 he was a director of Kimsouth, Inc., a joint venture with Kimco Realty Corporation, a publicly-traded (NYSE: KIM) REIT.

Steven J. Kessler, age 68, has been our Chairman since November 2009 and was our Senior Vice President - Finance from September 2005 to November 2009 and, before that, served as our Chief Financial Officer, Chief Accounting Officer and Treasurer from March 2005 to September 2005.  Mr. Kessler has been Executive Vice President of Resource America since 2005 and was Chief Financial Officer from 1997 to December 2009 and Senior Vice President from 1997 to 2005.  He was a Trustee of GMH Communities Trust, a previously publicly traded (NYSE: GCT) specialty housing REIT, from 2004 to 2008 when GCT was sold.  He was Vice President - Finance and Acquisitions at Kravco Company, a then national shopping center developer and operator, from 1994 to 1997.  From 1983 to 1993 he was employed by Strouse Greenberg & Co., a regional full service real estate company, ending as Chief Financial Officer and Chief Operating Officer.  Before that, he was a partner at Touche Ross & Co. (now Deloitte & Touche LLP), independent public accountants.

Murray S. Levin, age 68, has been a director since March 2005.  Mr. Levin is a senior litigation partner at Pepper Hamilton LLP, a law firm with which he has been associated since 1970.  Mr. Levin served as the first American president of the Association Internationale des Jeunes Avocats (Young Lawyers International Association), headquartered in Western Europe.  He is a past president of the American Chapter and a member of the board of governors of the Union Internationale des Avocats (International Association of Lawyers), a Paris-based organization that is the world’s oldest international lawyers association.

P. Sherrill Neff, age 59, has been a director since March 2005.  Mr. Neff is a founder of Quaker BioVentures, Inc., a life sciences venture fund, and has been a Partner since 2002.  From 1994 to 2002 he was President and Chief Financial Officer, and from 1994 to 2003, a director of Neose Technologies, Inc., a then-publicly-traded (NASDAQ: NTEC) life sciences company.  Mr. Neff was also a director of The Bancorp, Inc. (NASDAQ: TBBK) from its formation in 1999 until 2002.  Mr. Neff is on the boards of directors of six Quaker BioVentures portfolio companies, including Amicus Therapeutics, Inc. (NASDAQ: FOLD) and five privately held companies.  He is a member of the board of directors of the National Venture Capital Association.  

 
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The board of directors has not adopted specific minimum qualifications for service on our board, but rather seeks a mixture of skills that are relevant to our business as an externally-managed REIT that focuses primarily upon investments in commercial real estate and commercial finance assets, principally loans and interests in loans.  The following presents a brief summary of the attributes of each director that led to the conclusion that he should serve as such:

Mr. Beach has extensive experience in finance and investment management and a strong financial background.

Mr. E. Cohen has lengthy experience in real estate and real estate finance (a principal business of Resource America), corporate finance (through the formation and funding of public companies such as Atlas Energy, Atlas America, Atlas Pipeline, and Resource America, and his banking experience) and operations of both public and private companies, and is affiliated with the Manager.

Mr. J. Cohen has significant real estate, real estate finance and operational experience as an officer (currently Chief Executive Officer and President) and director of Resource America, and is affiliated with the Manager.

Mr. Hart has extensive experience in finance and investment management, both as an officer and director of banks and insurance companies, as well as an officer of a private investment firm.

Mr. Ickowicz has broad real estate and real estate finance experience as a principal in the real estate operations of an international investment bank, as a director of a REIT and as a director three real estate ventures.

Mr. Kessler has a significant financial and accounting background in real estate as the former Chief Financial Officer of Resource America and, previously, as a principal financial officer for a major operator of commercial real estate.

Mr. Levin has a lengthy and diverse legal background and has practiced complex litigation for over forty years.

Mr. Neff has significant experience in investments, operations and finance as a principal or officer of a venture fund and a public company and, prior thereto, as an investment banker.

Non-Director Executive Officers

Jeffrey D. Blomstrom, age 42, has been our Senior Vice President since March 2005.  Mr. Blomstrom has been President and Managing Director of Resource Financial Fund Management, Inc., an asset management subsidiary of Resource America, since 2003.  Mr. Blomstrom serves as the head of collateral origination and as a member of the credit committee for Trapeza Capital, Resource America’s trust preferred security collateral manager.  From 2001 to 2003 Mr. Blomstrom was a Managing Director at Cohen and Company.  From 2000 to 2001 he was Senior Vice President of iATMglobal.net, Inc., an ATM software development company.  Mr. Blomstrom was, from 1999 to 2000, an associate at Covington & Burling, a law firm, where he focused on mergers and acquisitions and corporate governance.

David E. Bloom, age 46, has been our Senior Vice President-Real Estate Investments since March 2005.  Mr. Bloom has been Senior Vice President of Resource America since 2001.  He has also been President of Resource Real Estate, Inc., a wholly-owned real estate subsidiary of Resource America, since 2004 and was President of Resource Capital Partners, an indirect wholly-owned subsidiary of Resource America, from 2002 to 2006.  From 2001 to 2002 he was President of Resource Properties, a former real estate subsidiary of Resource America.  Before that he was Senior Vice President at Colony Capital, LLC, an international real estate opportunity fund, from 1999 to 2001.  From 1998 to 1999 he was Director at Sonnenblick-Goldman Company, a real estate investment bank.  From 1995 to 1998 he was an attorney at the law firm of Willkie Farr & Gallagher, LLP.

 
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Jeffrey F. Brotman, 48, has been our Executive Vice President since June 2009 and Executive Vice President of Resource America since June 2007.  He was co-founder of Ledgewood, P.C. (a Philadelphia-based law firm) and affiliated with the firm from 1992 until June 2007, serving as managing partner from 1995 until March 2006.  Mr. Brotman is also a non-active certified public accountant and an Adjunct Professor at the University of Pennsylvania Law School.  Mr. Brotman was Chairman of the Board of Directors of TRM Corporation (a then publicly-traded consumer services company) from September 2006 until September 2008 and was its President and Chief Executive Officer from March 2006 through June 2007.
 
David J. Bryant, age 53, has been our Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer since June 2006.  From 2005 to 2006 Mr. Bryant served as Senior Vice-President, Real Estate Services, at Pennsylvania Real Estate Investment Trust, a publicly-traded (NYSE: PEI) REIT principally engaged in owning, managing, developing and leasing malls and strip centers in the eastern United States.  From 2000 to 2005, Mr. Bryant served as PEI’s Senior Vice President - Finance and Treasurer, and was its principal accounting officer.

Other Significant Employees

The following sets forth certain information regarding other significant employees of the Manager and Resource America who provide services to us:

Christopher D. Allen, age 41, has been our Senior Vice President-Commercial Lending since March 2005.  Mr. Allen has been a Managing Director of Resource Financial Fund Management, a wholly-owned subsidiary of Resource America since 2003.  At Resource Financial Fund Management, Mr. Allen is in charge of identifying, implementing and overseeing new leveraged loan and CDO products.  He is a member of the investment committee of Apidos Capital Management, LLC, a wholly-owned asset management subsidiary of Resource America, where he serves as the Chief Operating Officer.  Before joining Resource Financial Fund Management, from 2002 to 2003 he was a Vice President at Trenwith Securities, the investment banking arm of BDO Seidman, LLP, where he was in charge of corporate finance, mergers and acquisitions and restructuring transactions.  From 1994 to 1997 he was an Associate with Citicorp Venture Capital working on leveraged buyout and recapitalization transactions.

Gretchen L. Bergstresser, age 48, has been our Senior Vice President-Bank Loans since March 2005.  Ms. Bergstresser has been the President and Senior Portfolio Manager of Apidos Capital Management, LLC since 2005.  Before joining Apidos Capital Management LLC, from 2003 to 2005 she was the Managing Director and Portfolio Manager of MJX Asset Management, a multi-billion dollar boutique asset management firm managing leveraged loans across five structured vehicles.  From 1996 to 2003 Ms. Bergstresser was CDO Portfolio Manager and Head Par Loan Trader at Eaton Vance Management, an investment management company.  From 1995 to 1996 she was a Vice President in the Diversified Finance Division of Bank of Boston.  From 1991 to 1995 she was a Vice President at ING (U.S.), Capital Markets, an investment banking firm.

Crit DeMent, age 58, has been our Senior Vice President-Equipment Leasing since March 2005.  Mr. DeMent has been Chairman and Chief Executive Officer of LEAF Financial Corporation, a majority-owned commercial finance subsidiary of Resource America, since 2001.  Mr. DeMent has been Chairman and Chief Executive Officer of a LEAF Financial subsidiary, LEAF Commercial Capital, Inc., since January 2011.  From 2000 to 2001 he was President of the Small Ticket Group, an equipment leasing division of European American Bank.  Before that, he was President and Chief Operating Officer of Fidelity Leasing, Inc., then the equipment leasing subsidiary of Resource America, and its successor, the Technology Finance Group of CitiCapital Vendor Finance, from 1996 to 2000.  From 1987 to 1996 he was Vice President of Marketing for Tokai Financial Services, an equipment leasing firm.
 
 
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Thomas C. Elliott, age 38, has been our Senior Vice President-Finance and Operations since September 2006 and, prior to that, was our Chief Financial Officer, Chief Accounting Officer and Treasurer from September 2005 to June 2006.  He was our Senior Vice President - Assets and Liabilities Management from June 2005 until September 2005 and, before that, served as our Vice President - Finance from March 2005.  Mr. Elliott has been Chief Financial Officer of Resource America since December 2009 and Senior Vice President since 2005.  He was Senior Vice President - Finance and Operations of Resource America from 2006 to December 2009; Senior Vice President – Finance from 2005 to 2006 and Vice President - Finance from 2001 to 2005.  From 1997 to 2001 Mr. Elliott was a Vice President at Fidelity Leasing, where he managed all capital market functions, including the negotiation of all securitizations and credit and banking facilities in the U.S. and Canada.  Mr. Elliott also oversaw the financial controls and budgeting departments.

Alan F. Feldman, age 47, has been our Senior Vice President-Real Estate Investments since March 2005.  Mr. Feldman has been Chief Executive Officer of Resource Real Estate since 2004 and Senior Vice President of Resource America since 2002.  Mr. Feldman was President of Resource Properties from 2002 to 2005.  From 1998 to 2002, Mr. Feldman was Vice President at Lazard Freres & Co., an investment banking firm, specializing in real estate mergers and acquisitions, asset and portfolio sales and recapitalization.  From 1992 through 1998, Mr. Feldman was Executive Vice President of PREIT-RUBIN, Inc. the management subsidiary of Pennsylvania Real Estate Investment Trust and its predecessor, The Rubin Organization.  Before that, from 1990 to 1992, he was a Director at Strouse, Greenberg & Co., a regional full service real estate company.

Kevin M. Finkel, age 39, has been our Vice President-Real Estate Investments since January 2006.  He has also been employed by Resource Capital Partners since 2002, having been its Vice President and Director of Acquisitions from 2003 to 2006 and President since 2006.  Mr. Finkel has also been an officer of Resource Real Estate since 2004, and is currently its Executive Vice President and Director of Acquisitions.  In 2000, Mr. Finkel was an investment banking Associate at Lehman Brothers.  From 1998 to 1999, Mr. Finkel was an Associate at Barclays Capital, the investment banking division of Barclays Bank PLC.  From 1994 to 1998, Mr. Finkel was an investment banker at Deutsche Bank Securities, the investment banking division of Deutsche Bank AG.

Kyle Geoghegan, age 42, has been our Senior Vice President – Loan Originations since 2007.  Mr. Geoghegan has been a Managing Director of Resource Real Estate Funding, Inc., a real estate subsidiary of Resource America, since July 2006.  Mr. Geoghegan co-manages the whole loan origination platform for Resource Real Estate Funding and is based in Los Angeles.  Mr. Geoghegan worked at Bear Stearns from January 1998 to May 2006, serving as a Managing Director who co-managed the Bear Stearns Commercial Mortgage office in Los Angeles.  Prior to joining Bear Stearns, Mr. Geoghegan spent four years as a real estate loan officer at PNC Bank in Philadelphia, PA, primarily originating construction and bridge loans.

Yvana Melini, age 35, has been our Vice President and Director of Asset Management since 2008.  Ms. Melini has served as Vice President of Debt Asset Management for Resource Real Estate since 2006.  From 2000 to 2006, Ms. Melini served as a Vice President of both the Structured Asset Management and CMBS Credit Administration groups for Capmark Finance, Inc. (formerly GMAC Commercial Mortgage Corporation).  Prior to her employment with Capmark, Ms. Melini served as Senior Underwriter for the Northeast Commercial Real Estate Lending division of Washington Mutual Bank.  Ms. Melini has also privately consulted on various due diligence projects for large institutional investors and B-note buyers within the CMBS marketplace.

Darryl Myrose, age 37, has been our Senior Vice President – Loan Originations since 2007.  Mr. Myrose has been a Managing Director of Resource Real Estate Funding since July 2006.  Mr. Myrose co-manages the whole loan origination platform for Resource Real Estate Funding and is based in Los Angeles.  Mr. Myrose worked at Bear Stearns from April 1996 to May 2006, serving as a Managing Director who co-managed the Bear Stearns Commercial Mortgage office in Los Angeles.  Prior to joining Bear Stearns, Mr. Myrose was employed with Clarion Advisors (formerly Jones Lang Wootton Realty Advisors) where he was an asset management analyst.
 
 
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Thomas C. Powers, age 46, has been our Vice President – Loan Originations since 2007.  Mr. Powers has been Senior Vice President of Resource Real Estate Funding since January 2008 and was Vice President from 2006 to 2008.  Mr. Powers is responsible for all real estate asset management including investment origination and transaction management.  Mr. Powers has over 20 years of commercial real estate, workout and risk management experience.  Prior to joining Resource Real Estate Funding, Mr. Powers was a senior member of the real estate credit risk management and workout group at Merrill Lynch.  Prior to his employment with Merrill Lynch, Mr. Powers worked in the project finance group at UBS Investment Bank.

Joan M. Sapinsley, age 59, has been our Senior Vice President – CMBS since 2007.  Ms. Sapinsley joined Resource Financial Fund Management, Inc. in February 2007 as Managing Director and manages our CMBS portfolio. Prior to joining Resource Financial Fund Management, Ms. Sapinsley was a Managing Director at TIAA, where she worked from 1992 through 2006 purchasing CMBS. She was responsible for all single borrower and single asset CMBS, as well as subordinate CMBS and B-notes.  She also directed TIAA’s conduit origination and securitization activities. Before TIAA, Ms. Sapinsley was a Director in the Financial Services Group of Cushman & Wakefield and a real estate consultant at Laventhol & Horwath.

Michael S. Yecies, age 43, has been our Chief Legal Officer and Secretary since March 2005 and our Senior Vice President since July 2007.  Mr. Yecies has been Senior Vice President of Resource America since 2005, Chief Legal Officer and Secretary since 1998 and was Vice President from 1998 to 2005.  From 1994 to 1998 he was an attorney at the law firm of Duane Morris LLP.


CORPORATE GOVERNANCE
 
 
Our Board of Directors and Its Committees

Our common stock is listed on the NYSE under the symbol “RSO” and we are subject to the NYSE’s listing standards.  The Board has determined that each of Messrs. Beach, Hart, Ickowicz, Levin and Neff satisfy the requirement for independence set out in Section 303A.02 of the rules of the NYSE and that each of these directors has no material relationship with us (other than being a director and/or a stockholder).  In making its independence determinations, the Board sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those contained in the NYSE rules.

The Board held a total of 14 meetings during fiscal 2010.  Each of the directors attended at least 75% of the meetings of the Board and of the committees on which he served during fiscal 2010.

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Investment Committee.  All of the members of each committee, other than the Investment Committee, are “independent” directors as that term is defined in the NYSE’s listing standards.

As set forth in our Corporate Governance Guidelines and in accordance with NYSE listing standards, the non-management directors meet in executive sessions quarterly without management.  The director who presides at these meetings is rotated each meeting.  Interested parties wishing to communicate directly with the non-management directors may contact the chairman of the Audit Committee, P. Sherrill Neff, at Quaker BioVentures, Cira Centre, 2929 Arch Street, Philadelphia, Pennsylvania 19104.

Audit Committee.  The Audit Committee reviews the scope and effectiveness of audits by the internal and independent accountants, is responsible for the engagement of independent accountants, and reviews the adequacy of our internal financial controls.  Members of the committee are Messrs. Neff (Chairman), Beach and Hart.  The Board has determined that each member of the committee meets the independence standards for audit committee members set forth in the NYSE listing standards and in the Securities Exchange Act of 1934, as amended, and that Messrs. Beach and Neff each qualifies as an “audit committee financial expert” as that term is defined in the NYSE and Exchange Act rules and regulations.  The committee held four meetings during fiscal 2010.  The Audit Committee charter is available on our website at www.resourcecapitalcorp.com, and we will provide a printed copy to any stockholder who requests it.
 
 
 
9
 
 
Compensation Committee.  The principal functions of the Compensation Committee are to:
 
●  
review the compensation payable to our directors;
 
●  
review the compensation and fees payable to the Manager under our management agreement; and
 
●  
administer the issuance of any stock or stock options issued to the employees of the Manager or Resource America who perform services for us.

Under our management agreement with the Manager and Resource America, the Manager assumes principal responsibility for managing our affairs and providing the personnel that we need to conduct our operations.  The Manager and Resource America are responsible for paying the compensation of all such personnel and, consequently, such personnel do not receive separate compensation from us.  However, we reimburse the Manager for all of the wages, salary and benefits established and paid by the Manager to our Chief Financial Officer and three accounting professionals, each of whom is exclusively dedicated to our operations, and 50% of the wages, salary and benefits established and paid by the Manager to our director of investor relations, who is 50% dedicated to our operations.  We also reimburse Resource America for all of the wages, salary and benefits established and paid by Resource America to Steven J. Kessler, our Chairman of the Board.

The members of the committee are Messrs. Beach (Chairman), Levin and Neff.  The committee held two meetings during fiscal 2010. The Compensation Committee Charter is available on our website at www.resourcecapitalcorp.com, and we will provide a printed copy to any stockholder who requests it.

Nominating and Governance Committee.  The Nominating and Governance Committee is appointed by the Board to:
 
●  
assist it and us maintain an effective and knowledgeable Board, including assisting the Board by identifying individuals qualified to become directors and recommending to the Board the director nominees for the next annual meeting of stockholders and the directors to be appointed to the Audit, Compensation and Nominating and Governance Committees; and
 
●  
develop and recommend for the Board’s consideration governance guidelines for us.

The committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a recommended nominee.  The committee seeks to insure that the membership of the Board and each committee satisfies all relevant NYSE listing standard requirements, applicable laws and requirements of our governance documents.  The committee seeks to achieve a mixture of skills which are all related to our business.  The nature of the specific qualifications, qualities or skills that the committee may look for in any particular director nominee is dependent on the qualifications, qualities and skills of the rest of the directors at the time of any vacancy on the Board.
 
The committee identifies director nominees by first evaluating the current members of the Board willing to continue in service.  Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, if the nominating and governance committee or Board decides not to re-nominate a member for re-election, or if we decide to expand the Board, the committee identifies the desired skills and experience of a new nominee consistent with the nominating and governance committee’s criteria for Board service. Current members of the Board and management are polled for their recommendations. Research may also be performed or third parties retained to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate potential nominees; however, we may in the future choose to do so.
 
 
 
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The members of the committee are Messrs. Levin (Chairman), Beach and Hart.  The committee held one meeting during fiscal 2010. Our Corporate Governance Guidelines and Nominating and Governance Committee charter are both available on our website at www.resourcecapitalcorp.com, and we will provide a printed copy to any stockholder who so requests it.

Stockholder Recommendations for Director Nominees.  The Nominating and Governance Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources.  In evaluating candidates, the committee considers the attributes of the candidate (including skills, experience, international versus domestic background, diversity, age, and legal and regulatory requirements) and the mixture of skills and experience of the members of the Board, and will review all candidates in the same manner, regardless of the source of the recommendation.  The Nominating and Governance Committee does not have a formal policy regarding the consideration of diversity in identifying candidates beyond being committed to ensuring that no person would be excluded from consideration for service as a director of ours as a result of their gender, race, religion, creed, sexual orientation or disability.  The committee will consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals for the 2012 Annual Meeting.”  Recommendations should include the following:
 
●  
such information as may be reasonably necessary to determine whether the recommended director candidate is independent from the stockholder that has recommended the candidate;
 
●  
such information as may be reasonably necessary to determine whether the director candidate is qualified to serve on the Board; and
 
●  
such information as may be reasonably necessary to determine whether the director candidate meets the independence standards of the NYSE.

The Board may also request such additional information concerning the proposed nominee as may be reasonably required to determine whether each person recommended by a stockholder meets the criteria discussed above and to enable us to make appropriate disclosures to stockholders.

Investment Committee.  The Investment Committee was established in March 2007 to review and consider all proposed investments by our company equal to or in excess of $12.5 million.  The Board as a whole reviews and considers proposed investments equal to or in excess of $30.0 million, and all credit facilities or financing with recourse to us in excess of the amount of equity invested.  The members of the committee are Messrs. J. Cohen (Chairman), Beach, Ickowicz and Kessler.  The committee held ten meetings during fiscal 2010.

Communication with the Board.  The Board has established a process for stockholders to send communications to it.  Stockholders may communicate with the Board, or any director or committee chairperson, by writing to such parties in care of Michael S. Yecies, Senior Vice President, Chief Legal Officer and Secretary, Resource Capital Corp., 712 Fifth Avenue, New York, NY  10019.  Communications addressed to the Board generally will be forwarded either to the appropriate committee chairperson or to all directors.  Communications may be submitted confidentially and anonymously.  Under certain circumstances, we may be required by law to disclose the information or identity of the person submitting the communication.  There were no material actions taken by the Board as a result of communications received during fiscal 2010 from stockholders.  Certain concerns communicated to the Board also may be referred to our internal auditor or our Chief Legal Officer.  The Chairman of the Board or the Chairman of the Audit Committee may direct that concerns be presented to the Audit Committee, or to the full Board, or that they otherwise receive special treatment, including retention of external counsel or other advisors.
 
 
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Attendance at Annual Meetings.  We do not have a formal policy regarding Board member attendance at our annual meeting of stockholders.  All of our Board members attended last year’s annual meeting of stockholders and we anticipate that all of them will attend the Meeting.

Board Leadership Structure and Role in Risk Oversight

We have no specific policy with respect to the separation of the offices of Chairman and the Chief Executive Officer.  This issue is part of the succession planning process and is within the scope of the Board’s authority to decide.  Currently, Steven J. Kessler serves as Chairman of the Board and Jonathan Z. Cohen serves as Chief Executive Officer.  The Board believes that our Corporate Governance Guidelines provide it with appropriate flexibility to determine from time to time the leadership structure that best enables us to pursue our business strategies and goals.  The Board believes that its current leadership structure is appropriate in that it gives us the benefit of the significant expertise that both Messrs. Kessler and J. Cohen have in finance and real estate, as well as the working relationship they have developed in the past thirteen years.

Risk management, led by our officers and the Board, is a company-wide function that is responsible for an integrated effort to identify, assess and manage risks that may affect our ability to execute on our business strategy and fulfill our business objectives. The Board’s role is to oversee this function.  The Audit Committee enhances the Board’s oversight of risk management.  The Audit Committee’s role is also one of oversight, recognizing that management is responsible for executing our risk management policies. The Audit Committee’s responsibilities include discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also discusses guidelines and policies to govern the process by which risk assessment and management is undertaken.

Code of Ethics

We have adopted a code of business conduct and ethics applicable to all directors, officers and employees.  We will provide to any person without charge, upon request, a copy of our code of conduct.  Any such request should be directed to us as follows: Resource Capital Corp., 712 Fifth Avenue, New York, NY  10019, Attention: Secretary.  Our code of conduct is also available on our website at www.resourcecapitalcorp.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of conduct by posting such information on our website, unless otherwise required by applicable law or regulation.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consisted of Messrs. Beach, Levin and Neff during fiscal 2010.  None of such persons was an officer or employee of ours or any of our subsidiaries or affiliated companies during fiscal 2009 or was formerly an officer or employee of ours.  None of our executive officers was a director or executive officer of any entity of which any member of the Compensation Committee was a director or executive officer during fiscal year 2010.

Report of the Audit Committee

The Audit Committee has approved the following report.

In connection with its function of overseeing and monitoring our financial reporting process, the Audit Committee has done the following:
 
●  
reviewed and discussed our consolidated financial statements for the fiscal year ended December 31, 2010 with our management;
 
●  
discussed with our independent registered public accounting firm, Grant Thornton LLP, or Grant Thornton, the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board, or the PCAOB, in Rule 3200T; and
 
 
 
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●  
received the written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB regarding Grant Thornton’s communications with the audit committee concerning independence, and has discussed with Grant Thornton the independence of Grant Thornton and satisfied itself as to Grant Thornton’s independence.

Based on the foregoing, the Audit Committee recommended to the Board of Directors that the consolidated audited financial statements be included in the 2010 Form 10-K.

P. Sherrill Neff, Chairman
Walter T. Beach
William B. Hart
 

 
Principal Accounting Fees and Services

Appointment of Independent Auditors.  Upon the recommendation of the Audit Committee, approved by the Board, Grant Thornton LLP served as our independent auditors during fiscal year 2010 and will serve as our independent auditors during fiscal year 2011.

Attendance at the Meeting.  We anticipate that a representative of Grant Thornton LLP will be present at the Meeting.  If they desire to do so, Grant Thornton LLP will have the opportunity to make a statement at the Meeting.  We also expect that the representative of Grant Thornton LLP will be available to respond to appropriate questions.

Audit Fees.  The aggregate fees billed by our independent auditors, Grant Thornton LLP, for professional services rendered for the audit of our annual financial statements for the years ended December 31, 2010 and 2009 (including a review of internal controls for 2010 and 2009 as required under Section 404 of the Sarbanes-Oxley Act of 2002) and for the reviews of the consolidated financial statements included in our Quarterly Reports on Form 10-Q during each of the years then ended were $499,000 and $617,000, respectively.
The aggregate fees billed by Grant Thornton LLP for audit services in connection with the filing of our registration statements with the Securities and Exchange Commission were approximately $79,000 and $117,000 for the years ended December 31, 2010 and 2009, respectively.

Audit-Related Fees.  The aggregate fees billed by Grant Thornton LLP for audit-related services, including consulting on accounting issues were $0 and $0 for the years ended December 31, 2010 and 2009, respectively.

Tax Fees.  There were $28,000 and $0 fees paid to Grant Thornton LLP for professional services related to tax compliance, tax advice or tax planning for the years ended December 31, 2010 and 2009.

All Other Fees.  We did not incur fees in 2010 and 2009 for other services not included above.

Audit Committee Pre-Approval Policies and Procedures.  The audit committee will, on at least an annual basis, review audit and non-audit services performed by Grant Thornton, LLP as well as the fees charged by Grant Thornton, LLP for such services. Our policy is that all audit and non-audit services must be pre-approved by the audit committee.  All of such services and fees were pre-approved during the year ended December 31, 2010.

 
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2010 NON-EMPLOYEE DIRECTOR COMPENSATION
 


We compensate only independent directors for their services as directors; however, we reimburse Resource America for all of the wages, salary and benefits established and paid by Resource America to our Chairman of the Board.  Our 2010 compensation package for independent directors was comprised of cash (annual retainer) and restricted stock awards.  The annual pay package is designed to attract and retain highly-qualified, independent professionals to represent our stockholders.  Our compensation package is also designed to create alignment between our directors and our stockholders through the use of equity-based grants.

For 2010, the Board approved compensation for each independent director consisting of an annual cash retainer of $52,500 and an annual stock award valued at $22,500 on the date of grant on the anniversary of the date each of them became a director.  The following table sets forth director compensation for 2010:
 
DIRECTOR COMPENSATION TABLE

Name (1)
  
Fees Earned or
Paid in Cash ($)
  
Stock
Awards ($) (2)
  
Total ($)
Walter T. Beach
  
52,500
  
22,498
  
74,998
William B. Hart
  
52,500
  
22,498
  
74,998
Murray S. Levin
  
52,500
  
22,498
  
74,998
P Sherrill Neff
  
52,500
  
22,498
  
74,998
Gary Ickowicz
  
52,500
  
22,497
  
74,997
Edward E. Cohen(3)
  
−
  
−
  
−
Steven J. Kessler(3)
  
323,000
  
99,996
  
422,996
(1)  
Table excludes Mr. J. Cohen, a NEO, whose compensation is set forth in the Summary Compensation Table.
 
(2)  
On March 8, 2010, Messrs. Beach, Hart, Levin and Neff were each granted 3,214 shares based upon a price of $7.00, the closing price on that day.  On February 1, 2010, Mr. Ickowicz was granted 4,083 shares based upon a price of $5.51, the closing price on that day.
 
(3)  
We do not compensate our non-independent directors for their service on our Board.  However, in fiscal 2010, we reimbursed Resource America $323,000 for Mr. Kessler’s compensation and related business expenses, since Resource America employs Mr. Kessler but he devotes substantially all of his business time to his service as our Chairman.  In addition, Mr. Kessler received a stock award valued at approximately $100,000 in January 2010.
 


COMPENSATION DISCUSSION AND ANALYSIS
 

We are required to provide information regarding the compensation program in place for our Chief Executive Officer, Chief Financial Officer and the three other most highly-compensated executive officers. In the following discussion, we refer to our Chief Executive Officer, Chief Financial Officer and the other most highly-compensated executive officers whose compensation for fiscal 2010 exceeded $100,000 as our “Named Executive Officers” or “NEOs.”

Objectives of Our Compensation Program

We have no employees.  We are managed by our Manager pursuant to a management agreement between our Manager and us.  All of our NEOs are employees of our Manager or one of its affiliates.  We have not paid, and do not intend to pay, any cash compensation to our NEOs, although we reimburse the Manager for the wages, salary and benefits established and paid by the Manager to our Chairman and Chief Financial Officer.  However, our Compensation Committee may, from time to time, grant equity awards in the form of restricted stock, stock options or performance awards to our NEOs pursuant to our 2005 Stock Incentive Plan and/or the 2007 Omnibus Equity Compensation Plan.  These awards are designed to align the interests of our NEOs with those of our stockholders, by allowing our NEOs to share in the creation of value for our stockholders through stock appreciation and dividends.  These equity awards are generally subject to time-based vesting requirements designed to promote the retention of management and to achieve strong performance for our company. These awards further provide us flexibility in our ability to enable our Manager to attract, motivate and retain talented individuals at our Manager.
 
 
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Setting Executive Compensation

Our NEOs are employees of Resource America, which determines the base salary, cash incentive compensation and, for grants of Resource America equity securities, equity incentive compensation that is paid to our NEOs.  A portion of the base salary and cash incentive compensation paid to them is derived from the fees paid by us under the management agreement.  We do not control how such fees are allocated by Resource America to its employees.  We disclose the cash amounts paid by Resource America to our Chief Financial Officer (for which we reimburse Resource America), our only NEO who devotes his full business time to our affairs, in the Summary Compensation Table below.

When Resource America makes its determination of the amount of compensation it will award to one of our NEOs, including in particular the amount of Resource America securities that it will grant as equity incentive compensation, Resource America also considers, but does not determine, the amount of our securities we propose to grant as equity incentive compensation to that NEO.  Similarly, in determining the amount of equity incentive compensation we grant to one of our NEOs, our compensation committee considers, but does not determine, the compensation that Resource America proposes to grant to that NEO, including Resource America’s grant of Resource America securities as equity incentive compensation.  Our respective compensation committees base their analyses and determinations upon recommendations submitted by Jonathan Z. Cohen, who is chief executive officer of both companies, for all of our NEOs other than himself.  Resource America’s compensation committee determines the amount of compensation Resource America will award to Mr. J. Cohen, while our compensation committee determines the amount of any Resource Capital equity incentive compensation we award to Mr. J. Cohen.  These analyses and determinations are not based upon any particular compensation matrix or formula, but instead are based upon qualitative evaluations by Mr. J. Cohen and the compensation committees.  Our compensation committee does not make recommendations to Resource America as to the amount of compensation Resource America grants to our NEOs, nor does Resource America’s compensation committee make recommendations to us regarding the amount of equity incentive compensation awarded by us to our NEOs.

Our compensation committee operates under a written charter adopted by our Board of Directors, a copy of which is available on our website at www.resourcecapitalcorp.com.  Our compensation committee determines compensation amounts after the end of Resource America’s fiscal year and makes equity awards after our fiscal year end.  Awards made after our fiscal year end are reflected in our Summary Compensation Table but not our Grants of Plan-Based Awards table until our following fiscal year.  Our compensation committee has the discretion to issue equity awards at other times during our fiscal year.

Elements of Our Compensation Program

As described above, our NEOs do not receive cash compensation from us, although beginning in October 2009, we agreed to reimburse Resource America for the wages, salary and benefits of our Chief Financial Officer.  In addition, we began reimbursing Resource America for our Chairman for wages, salary and benefits in February 2010.  However, our compensation committee may, from time to time, grant equity awards in the form of restricted stock, stock options or performance awards to our NEOs pursuant to our 2005 Stock Incentive Plan and/or the 2007 Omnibus Equity Compensation Plan as follows:

Stock Options.  Stock options provide value to the executive only if our stock price increases after the grants are made.  Stock options typically vest 33.3% per year.
 
 
15
 
 
Restricted Stock.  Restricted stock units reward stockholder value creation slightly differently than stock options:  restricted stock units are impacted by all stock price changes, both increases and decreases.  Restricted stock units generally vest 33.3% per year and include a right to receive dividends on unvested shares.

Resource America Restricted Stock.  As described above, Resource America’s compensation committee approves awards of Resource America restricted stock to NEOs.  These awards generally vest 25% per year, and may include a right to receive dividends on unvested shares.

Resource America Stock Options.  As described above, Resource America’s compensation committee approves awards of Resource America options to receive restricted stock to NEOs.  These awards generally vest 25% per year.

Supplemental Incentive Arrangement with David Bloom.  In December 2007, Resource America entered into an agreement with David Bloom, our Senior Vice President – Real Estate Investments, which provides for awards to him of our restricted stock and Resource America restricted stock.  With respect to our restricted stock, Mr. Bloom was awarded 120,000 shares, 60,000 of which were subject to vesting over time and 60,000 of which were to vest based on the achievement of predetermined, objective performance goals over a multi-year performance period.  We pay dividends on unvested awards.  With respect to the shares that vest over time, 15% vested on June 30, 2008, 15% vested on June 30, 2009 and 70% vested on March 9, 2011.  Performance-based shares were to be earned on achievement of performance goals over the performance period beginning July 1, 2007 and ending June 30, 2010, with one-third of the shares potentially being earned at the end of each 12-month measurement period.  As of December 31, 2010, one-third of such shares had been earned and two-thirds of such shares had been forfeited.

How We Determined 2010 Compensation

In 2011 our Compensation Committee decided to issue more substantial stock awards to our NEOs than in past years as part of a long-term compensation plan to retain, motivate and incentivize employees who are critical to our continued success over the coming years.  To enhance the retentive nature of such stock awards, all such stock awards cliff vest in full three years after the dates of grant.  Our Compensation Committee considered these stock awards in addition to considering the total compensation that Resource America proposed for our NEOs.

In light of the long-term compensation plan discussed above, and our improved performance, our Compensation Committee decided to significantly increase the value of the bonus awards to our NEOs.  The Committee recognized our NEOs’ prudent management efforts in a challenging environment, and believed that significant restricted stock awards were appropriate to recognize those efforts and retain their services.

Upon our CEO’s recommendation, other than for himself, our Compensation Committee made the following awards for fiscal 2010:
 
●  
Mr. J. Cohen was awarded 138,504 shares of restricted stock for fiscal 2010, as compared to 57,803 shares of restricted stock for fiscal 2009.
 
●  
Mr. Blomstrom was awarded 82,987 shares of restricted stock for fiscal 2010, as compared to 14,450 shares of restricted stock for fiscal 2009.
 
●  
Mr. Bloom was awarded 27,662 shares of restricted stock for fiscal 2010, as compared to 19,267 shares of restricted stock for fiscal 2009.  See “- Elements of Our Compensation Program-Supplemental Incentive Arrangements with David Bloom.”
 
●  
Mr. Brotman was awarded 83,102 shares of restricted stock for fiscal 2010, as compared to 19,267 shares of restricted stock for fiscal 2009.
 
●  
Mr. Bryant was awarded 27,662 shares of restricted stock for fiscal 2010, as compared to 19,267 shares of restricted stock for fiscal 2009.
 
 
 
16
 
 
Report of the Compensation Committee

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on its review and discussions, the compensation committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this filing.

This report has been provided by the compensation committee of the Board of Directors of Resource Capital Corp.

Walter T. Beach, Chairman
Murray S. Levin
P. Sherrill Neff
 

EXECUTIVE COMPENSATION
 

Executive Compensation Summary

The following table sets forth certain information concerning the compensation earned for fiscal 2010, 2009 and 2008 for our NEOs:

SUMMARY COMPENSATION TABLE

Name and Principal Position
  
Year
  
Salary ($)
    
Bonus ($)
    
Stock
Awards
($) (2)
    
Option
Awards
($) (2)
    
All Other Compen-sation
($) (3)
    
Total ($)
  
Jonathan Z. Cohen
  
2010
     −       −       999,999       −       −       999,999  
Chief Executive Officer,
  
2009
     −       −       299,998       −       −       299,998  
President and Director
  
2008
     −       −       −       −       −       −  
                                                     
David J. Bryant
  
2010
     240,000  (1)     200,000  (1)     199,996       −       24,993       664,990  
Senior Vice President,
  
2009
     240,000  (1)     140,000  (1)     99,996       −       24,996       504,992  
Chief Financial Officer,
Chief Accounting Officer and Treasurer
  
2008
     240,000  (1)     120,000  (1)     49,999       −       15,425       425,424  
                                                     
Jeffrey D. Blomstrom
  
2010
     −       −       599,996       −       −       599,996  
Senior Vice President
  
2009
     −       −       74,996       −       −       74,996  
   
2008
     −       −       −       −       −       −  
                                                     
David E. Bloom
  
2010
     −       −       199,996       −       10,000       209,996  
Senior Vice President−
  
2009
     −       −       99,996       −       35,000       134,996  
Real Estate Investments
  
2008
     −       −       151,777       −       80,400       232,177  
                                                     
Jeffrey F. Brotman
  
2010
     −       −       599,996       −       −       599,996  
Executive Vice President
  
2009
     −       −       99,996       −       −       99,996  
   
2008
     −       −       −       −       −       −  
(1)  
Mr. Bryant’s salary and bonus were paid by Resource America.  We began to reimburse Resource America for Mr. Bryant’s salary and bonus in October 2009.  Amounts represent salary and bonus earned for the years indicated, but may not have been paid in full in the respective years.
 
(2)  
Grant date fair value, valued in accordance with FASB Accounting Standards Codification Topic 718 as the closing price of our common stock on the grant date.
 
 
 
17
 
 
(3)  
2010 amount represents award of Resource America restricted stock earned during 2010, valued at closing price of Resource America common stock on the date of the grant in February 2010.  2008 amount represents award of options to purchase Resource America restricted common stock.  The grant date fair value is $3.09 per option, using the Black-Scholes option pricing model to estimate the fair value of each option granted with assumptions for (a) expected dividend yield of 3.4%, (b) risk-free interest rate of 3.8%, (c) expected volatility of 49.5%, and (d) an expected life of 6.3 years.

Grants of Plan-Based Awards

During 2010, we made restricted stock awards to our NEOs.  The following table sets forth information with respect to each of these awards on a grant-by-grant basis.  We made no option awards in 2010.

GRANTS OF PLAN-BASED AWARDS TABLE
 
Name
  
Grant date
  
All other stock
awards: number of
shares of stock
(#)(1)
    
Grant date fair
value of stock and
option awards
($) (2)
  
Jonathan Cohen
                
Our restricted stock
  
01/22/10
     57,803       299,998  
                     
David J. Bryant
                    
Our restricted stock
  
01/22/10
     19,267       99,996  
Resource America restricted stock
  
02/10/10
     5,980       24,996  
                     
David E. Bloom
                    
Our restricted stock
  
01/22/10
     19,267       99,996  
(1)  
Does not include shares of restricted stock granted in 2011 as compensation earned in fiscal 2010 as follows: Mr. J. Cohen – 138,504 shares; Mr. Blomstrom – 82,987 shares; Mr. Bloom – 27,662 shares; Mr. Brotman – 83,102 shares; and Mr. Bryant – 27,662 shares.
 
(2)  
Based on the closing price of our stock on the respective grant date with the exception of Mr. Bryant’s Resource America stock grant which was valued based on the closing price of Resource America’s stock on the respective grant date.

Outstanding Equity Awards at Fiscal Year-End

The following equity awards granted to our NEOs were outstanding as of the end of fiscal 2010:
 
●  
restricted stock awards; and
 
●  
Resource America restricted stock awards.
 
The following table sets forth information with respect to each of these awards on an award-by-award basis.

 
18
 

 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

   
Option Awards
  
Stock Awards
Name
  
Number of Securities Underlying Unexercised Options (#) Exercisable
  
Number of Securities Underlying Unexercised Options (#)  Unexercisable
  
Equity
Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned
Options (#)
  
Option
Exercise
Price ($)
  
Option Expiration
Date
  
Number 
of
Shares
or Units
of Stock 
That
Have
Not
Vested
(#)
  
Market
Value 
of Shares
or Units
of Stock 
That
Have
Not
Vested
($) (1)
  
Equity  Incentive
Plan
Awards: Number
of
Unearned Shares,
Units or
Other
Rights
That
Have Not Vested (#)
  
Equity
Incentive
Plan 
Awards: Market or Payout
Value of Unearned Shares,
Units or
Other
Rights
That Have
Not Vested
($) (1)
                                     
Jonathan Z. Cohen
  
100,000
  
−
  
−
  
15.00
  
03/07/15
  
     57,803
  
    426,586
  
−
  
−
                                     
David J. Bryant
  
  10,000
  
−
  
−
  
15.00
  
03/07/15
  
     23,763
  
    175,371
  
−
  
−
   
−
  
5,000(2)
      
  8.14
  
05/21/18
  
       6,100(3)
  
      41,846(3)
  
−
  
−
                                     
David E. Bloom
  
100,000
  
−
  
−
  
15.00
  
03/07/15
  
      67,561
  
    498,600
  
−
  
−
(1)  
Based on the closing price of our common stock $7.38 on December 31, 2010.
 
(2)  
Represents options to purchase shares of Resource America common stock that vest ¼ on each anniversary date through May 21, 2012.
 
(3)  
Represents shares of Resource America common stock.  Based upon a price of $6.86, the price of Resource America’s common stock on December 31, 2010.
 
Option Exercises and Stock Vested

The following table provides information regarding restricted stock awards that vested during 2010 for our NEOs.  There were no stock options exercised by such officers during 2010.

OPTION EXERCISES AND STOCK VESTED TABLE

   
Stock Awards
  
Name
  
Number of Shares
Acquired on
Vesting (#)
    
Value Realized
on Vesting
($) (1)
  
Jonathan Z. Cohen
       7,265         36,688  
                 
David J. Bryant (our stock)
     28,211       170,934  
(Resource America stock)
          460           2,197  
                 
David E. Bloom
     36,766       220,140  
(1)  
Represents the per share market value of our common stock on vesting date multiplied by the number of shares vesting.


As of December 31, 2010, we had the following securities authorized for issuance under our equity compensation plans.  The table set forth below does not include shares that may be issued, upon stockholder approval, under the Omnibus Plan discussed in Proposal 2 herein.


 
19
 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
 
(a)
(b)
(c)
 Plan category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
 remaining available for future
issuance under equity
compensation plans excluding
securities reflected in column (a)
 Equity compensation plans
 approved by security
 holders:
      
 Options
   602,666
$    14.99
   
 Restricted Stock
   534,957
N/A
  
Total
1,137,623
  
1,237,789 (1)(2)
(1)  
Upon the July 2006 hiring of certain significant employees of the Manager, we agreed to pay up to 100,000 shares of restricted stock and 100,000 options to purchase restricted stock upon the achievement of certain performance thresholds, the first of which was met in June 2007 and, as a result, 60,000 shares of restricted stock and 60,000 options to purchase restricted stock were issued at that time.  As of December 31, 2010, 40,000 shares of restricted stock and 40,000 options to purchase restricted stock are unissued.  These shares and options to purchase restricted stock, which have been reserved for future issuance under the plans, have been deducted from the number of securities remaining available for future issuance.  See our Annual Report on Form 10-K for the year ended December 31, 2010, Item 8, “Financial Statements and Supplementary Data” at Note 12 for a more detailed discussion.
 
(2)  
We agreed to award certain personnel up to 132,683 shares of restricted stock upon the achievement of certain performance thresholds.  During the year ended December 31, 2010, 95,183 of those shares were forfeited.  The remaining 37,500 shares, which have been reserved for future issuance under the plans, have been deducted from the number of securities remaining available for future issuance.

 

 
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 

Relationships and Related Party Transactions

We have entered into a management agreement under which the Manager receives substantial fees.  We describe these fees in our Annual Report on Form 10-K for the year ended December 31, 2010, Item 1 − “Business − Management Agreement.”  For the year ended December 31, 2010, the Manager earned base management fees of approximately $5.4 million and incentive compensation fees of $4.4 million (including $1.1 million paid in the form of 182,660 shares of our common stock).  We also reimburse the Manager for financial services expense, rent and other expenses incurred in the performance of its duties under the management agreement.  Pursuant to an amendment to the management agreement on October 16, 2009, the Manager must provide us with a Chief Financial Officer and three accounting professionals, each of whom will be exclusively dedicated to our operations.  The Manager will also provide us with a director of investor relations who will be 50% dedicated to our operations.  The amendment provides that we will bear 100% of the expense of the wages, salaries and benefits of the Chairman, Chief Financial Officer and three accounting professionals and 50% of the salary and benefits of the director of investor relations.  For the years ended December 31, 2010 and 2009, we paid aggregate reimbursements to the Manager of $1.8 million and $664,000, respectively.  In addition, we are required to reimburse the Manager and Resource America for expenses for employees of Resource America who perform legal, accounting, due diligence and other services that outside professionals or consultants would otherwise perform.  No such expense reimbursements were made in the year ended December 31, 2010.  As of December 31, 2010, we had executed seven CDO transactions, which were structured for us by the Manager.  The Manager was not separately compensated by us for executing these transactions and is not separately compensated by us for managing the CDO entities and their assets.
 
 
 
20
 
 
Resource America, entities affiliated with it and our executive officers and directors collectively beneficially own 5,781,134 shares of common stock, representing approximately 8.2% of our common stock on a fully-diluted basis.  Our executive officers are also officers of our Manager and/or of Resource America or its subsidiaries.

Prior to January 2011, LEAF Financial Corporation, a wholly-owned subsidiary of Resource America, originated and managed our equipment lease and note investments.  We purchased those investments from LEAF Financial at a price equal to their book value plus a reimbursable origination cost not to exceed 1% to compensate LEAF Financial for its origination costs.  In addition, we paid LEAF Financial an annual servicing fee, equal to 1% of the book value of managed assets, for servicing our equipment lease investments.  During the year ended December 31, 2010, we paid LEAF Financial Corp. $87,000 in annual servicing fees.

On May 27, 2010, we closed a $120.0 million securitization adding to our existing lease receivables.  The securitization, LEAF Receivables Funding 3, LLC (“LRF 3”), issued equipment-backed securitized notes at a weighted average discounted price of 93.6%.  At closing, $14.4 million of proceeds were placed into a restricted account.  As of September 30, 2010, all proceeds related to the commitment had been funded.  We had $21.0 million of equity invested in LRF 3 as of December 31, 2010.

Beginning in 2011, LEAF Financial contributed its directly-held leases and loans and leasing platform, including origination and management services that it provides to us, to LEAF Commercial Capital, Inc. (“LCC”), a newly formed subsidiary of LEAF Financial.  On January 4, 2011, our wholly-owned subsidiary, Resource TRS, Inc. (“TRS”), made an investment in LCC, in conjunction with a debt financing commitment from Guggenheim Securities.  In connection with LEAF Financial’s contribution of its leasing platform and directly-held leases and loans to LCC, TRS and Guggenheim Securities committed to invest up to $44.0 million of capital (which includes the option to invest an additional $10.0 million at a later date) in the form of preferred stock and subordinated debt into LCC.  A portion of the TRS investment consisted of the contribution of leases and loans and equity in these investments it has acquired from LEAF Financial.  In return, TRS received 2,626 shares of LCC Series A preferred stock and warrants to purchase 4,800 shares of LCC common stock for an exercise price of $0.01 per share (representing 48% of LCC’s common stock on a fully-diluted basis).

On March 5, 2010, we entered into agreements with Lease Equity Appreciation Fund II, L.P. (“LEAF II”), that provide an $8.0 million credit facility to LEAF II, of which all $8.0 million was funded on March 31, 2010, for a one year term at 12% payable quarterly, with a 1% loan origination fee which is secured by all assets of LEAF II, including its entire ownership interest in LEAF II Receivables Funding, LLC.  The note originally matured on March 3, 2011 but has been extended until June 3, 2011 with a 1% extension fee on the current outstanding loan balance.  The loan amount outstanding at December 31, 2010 was $7.9 million.

On November 24, 2010, we entered into an Investment Management Agreement with Resource Capital Markets, Inc. (“RCM”), a wholly-owned subsidiary of Resource America, which provided for the following: (a) RCM may invest up to $5.0 million, and the investable amount may be adjusted by portfolio gains/losses, collections and offset by expenses, taxes and realized management fees, and (b) RCM can earn a management fee in any year that the net profits earned exceed a preferred return, the fee basis is 20% of the amount the net profits exceed a preferred return.  During the year ended December 31, 2010, RCM earned $1.5 million in management fees associated with realized profits and $1.9 million in management fees associated with unrealized profits.  RCM commenced trading in June 2010 through our TRS upon the approval of the investment by our Board.  We have since reinvested gains from this activity and hold $17.7 million of securities at fair market value as of December 31, 2010.  In addition, we have established an escrow account with RCM that allocates the net profit or net losses of the portfolio on a yearly basis based on the net asset value of the account established by TRS.  This account provides an additional incentive to RCM to generate net profits during any year and provides us a return on any possible net losses, if any were to occur during any subsequent calendar year.  During the year ended December 31, 2010, RCM earned $438,000 as their share of the net profits as defined in the Investment Management Agreement.
 
 
 
21
 

 
On January 15, 2010, we loaned $2.0 million to Resource Capital Partners, Inc., a wholly-owned subsidiary of Resource America, so that it could acquire a 5.0% limited partnership interest in Resource Real Estate Opportunity Fund, L.P. (the “RRE Opportunity Fund”).  Resource Capital Partners is the general partner of the RRE Opportunity Fund.  The loan is secured by Resource Capital Partner’s partnership interest in the RRE Opportunity Fund.  The promissory note bears interest at a fixed rate of 8.0% per annum on the unpaid principal balance.  In the event of default, interest will accrue and be payable at a rate of 5.0% in excess of the fixed rate.  Interest is payable quarterly.  Mandatory principal payments must also be made to the extent distributable cash or other proceeds from the partnership represents a return of Resource Capital Partners, Inc.’s capital.  The loan matures on January 14, 2015, with Resource Capital Partners having options to extend the loan for two additional 12-month periods each.

Until 1996, Edward E. Cohen, a director who was our Chairman from our inception until November 2009, was of counsel to Ledgewood, P.C., a law firm.  In addition, one of our executive officers, Jeffrey F. Brotman, was employed by Ledgewood until 2007.  For the year ended December 31, 2010, we paid Ledgewood $311,000 for legal services.  Mr. Cohen receives certain debt service payments from Ledgewood related to the termination of his affiliation with the firm and its redemption of his interest in the firm.  For the year ended December 31, 2010, those payments were $50,000.  Mr. Brotman also receives certain debt service payments from Ledgewood related to the termination of his affiliation with the firm.  For the year ended December 31, 2010, those payments were $5,000.

Policies and Procedures Regarding Related Party Transactions

Under our Management Agreement with the Manager and Resource America, we have established policies regarding the offer of potential investments to us, our acquisition of those investments and the allocation of those investments among other programs managed by the Manager or Resource America.  We have also established policies regarding investing in investment opportunities in which the Manager or Resource America has an interest and regarding investing in any investment fund or CDO structured, co-structured or managed by the Manager or Resource America.

The Manager and Resource America must offer us the right to consider all investments they identify that are within the parameters of our investment strategies and policies.  For all potential investments other than in equipment leases and notes, if the Manager and Resource America identify an investment that is appropriate both for us and for one or more other investment programs managed by them, but the amount available is less than the amount sought by all of their investment programs, they will allocate the investment among us and such other investment programs in proportion to the relative amounts of the investment sought by each.  If the portion of the investment allocable to a particular investment program would be too small for it to be appropriate for that investment program, either because of economic or market inefficiency, regulatory constraints (such as REIT qualification or exclusion from regulation under the Investment Company Act) or otherwise, that portion will be reallocated among the other investment programs.  Investment programs that do not receive an allocation will have preference in future investments where investment programs are seeking more of the investment than is available so that, on an overall basis, each investment program is treated equitably.

To equitably allocate investments that the Manager or Resource America has acquired at varying prices, the Manager and Resource America will allocate the investment so that each investment program will pay approximately the same average price.

With respect to equipment leases and notes, if an investment is appropriate for more than one investment program, including us, the Manager and Resource America will allocate the investment based on the following factors:
 
●  
which investment program has been seeking investments for the longest period of time;
 
 
 
22
 
 
●  
whether the investment program has the cash required for the investment;
 
●  
whether the amount of debt to be incurred with respect to the investment is acceptable for the investment program;
 
●  
the effect the investment will have on the investment program’s cash flow;
 
●  
whether the investment would further diversify, or unduly concentrate, the investment program’s investments in a particular lessee, class or type of equipment, location or industry; and
 
●  
whether the term of the investment is within the term of the investment program.

The Manager and Resource America may make exceptions to these general policies when other circumstances make application of the policies inequitable or uneconomic.

The Manager has also instituted policies designed to mitigate potential conflicts of interest between it and us, including:
 
●  
We will not be permitted to invest in any investment fund or CDO structured, co-structured or managed by the Manager or Resource America other than those structured, co-structured or managed on our behalf.  The Manager and Resource America will not receive duplicate management fees from any such investment fund or CDO to the extent we invest in it.
 
●  
We will not be permitted to purchase investments from, or sell investments to, the Manager or Resource America, except that we may purchase investments originated by those entities within 60 days before our investment.

Except as described above or provided for in our management agreement with the Manager and Resource America, we have not adopted a policy that expressly prohibits transactions between us or any of our directors, officers, employees, security-holders or affiliates.  However, our code of business conduct and ethics prohibits any transaction that involves an actual or potential conflict except for transactions permitted under guidelines which may be adopted by our Board of Directors.  No such guidelines have been adopted as of the date of this report.  In addition, our Board of Directors may approve a waiver of the code of ethics and business conduct for a specific transaction, which must be reported to our stockholders to the extent required by applicable law or NYSE rule.  No such waivers have been granted through the date hereof.
 

PROPOSAL 2. APPROVAL OF THE RESOURCE CAPITAL CORP.
AMENDED AND RESTATED 2007 OMNIBUS EQUITY COMPENSATION PLAN
 
 
Our Board of Directors has amended and restated the Resource Capital Corp. 2007 Omnibus Equity Compensation Plan, which we refer to herein as the Omnibus Plan, to be effective as of June 23, 2011, subject to stockholder approval.  The Omnibus Plan has been amended to: (i) increase the number of shares authorized for issuance under the Omnibus Plan from 2,000,000 shares to 5,400,000 shares; (ii) extend the expiration date of the Omnibus Plan to June 23, 2021; (iii) provide that the Administrator making certain determinations after a Change of Control will be comprised of the same persons who constitute the Administrator immediately before the Change of Control; and (iv) make other clarifying and updating amendments to the Omnibus Plan.  The Board of Directors recommends approval of the Omnibus Plan by our stockholders at the Meeting.

Stockholder approval is being sought (i) so that the compensation attributable to grants under the Omnibus Plan may qualify for an exemption from the $1,000,000 deduction limit under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (see discussion of section 162(m) under “Federal Income Tax Consequences” below), (ii) in order for incentive stock options to meet the requirements of the Code, and (iii) in order to meet New York Stock Exchange requirements.  If the stockholders do not approve the amended and restated Omnibus Plan, the 2007 Omnibus Equity Compensation Plan will continue in effect without regard to this restatement of the Omnibus Plan.

 
23
 
 
As of April 25, 2011, we had 70,653,918 common shares outstanding.  Additionally, as of the same date, we had 351,143 shares available for grant under the 2007 Omnibus Equity Compensation Plan and 281 shares available for grant under the 2005 Stock Incentive Plan.  Also, as of April 25, 2011, we had a total of 602,666 options outstanding with a weighted average price of $14.99 and a weighted average term of 4.11 years, and a total of 1,234,752 full value awards outstanding, which also includes all deferred shares outstanding.  No stock options have been granted in the past three fiscal years.

The Board believes that the approval of the Omnibus Plan by the stockholders will further our compensation structure and strategy.  Our ability to attract, retain and motivate top quality employees, directors and other persons who provide services to us, including portfolio managers and other employees of the Manager and Resource America, is material to our success, and the Board has concluded that this would be enhanced by our ability to make grants under the Omnibus Plan.  In addition, the Board believes that the interests of our company and stockholders will be advanced if we can offer employees and non-employee directors the opportunity to acquire or increase their proprietary interests in our company.  Our existing 2005 Stock Incentive Plan will continue in effect according to its terms.

The material terms of the Omnibus Plan are summarized below.  A copy of the full text of the Omnibus Plan is attached to this Proxy Statement as Exhibit A.  This summary of the Omnibus Plan is not intended to be a complete description of the Omnibus Plan and is qualified in its entirety by the actual text of the Omnibus Plan to which reference is made.
 
Material Features of the Omnibus Plan
 
General.  The Omnibus Plan provides that grants may be in any of the following forms:
 
 
●
incentive stock options
 
 
●
nonqualified stock options
 
 
●
stock appreciation rights (referred to as SARs)
 
 
●
stock units
 
 
●
performance shares
 
 
●
stock awards
 
 
●
dividend equivalents
 
 
●
other stock-based awards
 
The Omnibus Plan authorizes up to 5,400,000 shares of Common Stock for issuance, subject to adjustment as described below.  If and to the extent options and SARs granted under the Omnibus Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without being exercised or if any stock awards, stock units, performance shares, dividend equivalents or other stock-based awards are forfeited or terminated, or otherwise not paid in full, the shares subject to such grants will become available again for purposes of the Omnibus Plan.  If any shares of Common Stock are withheld to pay the exercise price of an option or withheld for purposes of satisfying our minimum tax withholding obligations with respect to a grant, such shares will not be available for re-issuance under the Omnibus Plan.  If SARs are granted, the full number of shares subject to the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs.  To the extent any grants are paid in cash, and not in shares of Common Stock, any shares previously subject to such grants will not count against the share limits under the Omnibus Plan.
 
 
24
 
 
The Omnibus Plan provides that the maximum aggregate number of shares of Common Stock with respect to which grants, other than dividend equivalents, may be made to any individual during any calendar year is 300,000 shares, subject to adjustment as described below.  Grantees may not accrue dividend equivalents during any calendar year under the Omnibus Plan in excess of $100,000.  The individual limits described in this paragraph shall apply without regard to whether the grants are to be paid in Common Stock or in cash.  All cash payments (other than dividend equivalents) shall equal the fair market value of the shares of Common Stock to which the cash payment relates.
 
If approved by the stockholders, the amended and restated Omnibus Plan will become effective on June 23, 2011.
 
Administration.  The Omnibus Plan is administered and interpreted by the Compensation Committee of our Board of Directors, except that the Board of Directors may make grants under the Omnibus Plan to our non-employee directors.  The Administrator may delegate its authority under the Omnibus Plan, as appropriate, with respect to grants to persons who are not subject to Section 16 of the Securities Exchange Act of 1934, as amended.  References to the Administrator mean the Compensation Committee or the Board of Directors, including any delegates, as appropriate.  The Administrator has the authority to (i) determine the individuals to whom grants will be made under the Omnibus Plan, (ii) determine the type, size and terms of the grants, (iii) determine the time when grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued grant, subject to the limitations described below, (v) adopt guidelines separate from the Omnibus Plan that set forth the specific terms and conditions for grants under the Omnibus Plan, and (vi) deal with any other matters arising under the Omnibus Plan.  The determinations of the Administrator are made in its sole discretion and are final, binding and conclusive.
 
Eligibility for Participation.  All of our employees and directors, as well as other persons who provide services to us, including portfolio managers and other employees of the Manager and Resource America, Inc., will be eligible for grants under the Omnibus Plan.
 
Types of Awards.
 
Stock Options
 
The Administrator may grant options that are intended to qualify as incentive stock options within the meaning of section 422 of the Code (ISOs) or nonqualified stock options that are not intended to so qualify (NQSOs) or any combination of ISOs and NQSOs.  Anyone eligible to participate in the Omnibus Plan may receive a grant of NQSOs.  Only employees of our company and certain of our subsidiaries may receive a grant of ISOs.
 
The Administrator fixes the exercise price per share for options on the date of grant.  The exercise price of any option granted under the Omnibus Plan may not be less than the fair market value of the underlying shares of Common Stock on the date of grant.  However, if the grantee of an ISO is a person who holds more than 10% of the total combined voting power of all classes of outstanding stock of our company or a subsidiary, the exercise price per share of an ISO granted to such person must be at least 110% of the fair market value of a share of Common Stock on the date of grant.  To the extent that the aggregate fair market value of shares of Common Stock, determined on the date of grant, with respect to which ISOs become exercisable for the first time by a grantee during any calendar year exceeds $100,000, such ISOs will be treated as NQSOs for tax purposes.
 
 
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The Administrator determines the term of each option; provided, however, that the term may not exceed ten years from the date of grant and, if the grantee of an ISO is a person who holds more than 10% of the combined voting power of all classes of outstanding stock of our company or a subsidiary, the term for such person may not exceed five years from the date of grant.  The vesting period for options commences on the date of grant and ends on such date as is determined by the Administrator, in its sole discretion, which is specified in the grant letter.  A grantee may pay the exercise price and any withholding taxes upon exercise of an option: (i) in cash or by certified check, (ii) with the approval of the Administrator, by withholding shares of Common Stock having a fair market value on the date of exercise equal to the exercise price, by delivering shares of Common Stock already owned by the grantee and having a fair market value on the date of exercise equal to the exercise price or through attestation to ownership of such shares, (iii) in cash, on the T+3 settlement date that occurs after the exercise date specified in the notice of exercise, provided that the grantee exercises the option through an irrevocable agreement with a registered broker and the payment is made in accordance with the procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law, or (iv) by such other method as the Administrator may approve, to the extent permitted by applicable law.
 
SARs

The Administrator may grant SARs to anyone eligible to participate in the Omnibus Plan.  SARs may be granted in connection with, or independently of, any option granted under the Omnibus Plan.  Upon exercise of a SAR, the grantee will receive an amount equal to the excess of the fair market value of the Common Stock on the date of exercise over the base amount set forth in the grant letter.  The base amount shall not be less than the fair market value of the Common Stock subject to the SARs on the date of grant.  Such payment to the grantee will be in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock, as determined by the Administrator.  The Administrator will determine the period when SARs vest and become exercisable, the base amount for SARs and whether SARs will be granted in connection with, or independently of, any options.  SARs have a maximum term of ten years from the grant date.  SARs may be exercised while the grantee is employed by or providing service to our company or within a specified period of time after termination of such employment or service.

Stock Units

The Administrator may grant stock units to anyone eligible to participate in the Omnibus Plan.  Each stock unit provides the grantee with the right to receive a share of Common Stock or an amount based on the value of a share Common Stock at a future date.  The Administrator determines the number of stock units that will be granted, whether stock units will become payable if specified performance goals or other conditions are met, or under other circumstances, and the other terms and conditions applicable to the stock units.  Stock units may be paid at the end of a specified period or deferred to a date authorized by the Administrator.  If a stock unit becomes distributable, it will be paid to the grantee in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock, as determined by the Administrator.

Performance Shares

The Administrator may grant performance shares to anyone eligible to participate in the Omnibus Plan.  Each performance share provides the grantee with the right to receive a share of Common Stock or an amount based on the value of a share Common Stock, if specified performance goals are met.  The Administrator determines the number of performance shares that will be granted, the performance goals and other conditions for payment of performance shares, the target amount that will be paid under a performance share based on the achievement of the performance goals, and the other terms and conditions applicable to the performance shares.  Payments with respect to performance shares will be made in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock, as determined by the Administrator.

 
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Stock Awards
 
The Administrator may grant stock awards to anyone eligible to participate in the Omnibus Plan.  The Administrator may require that grantees pay consideration for the stock awards and may impose restrictions on the stock awards.  If restrictions are imposed on stock awards, the Administrator will determine whether they will lapse over a period of time or according to such other criteria as the Administrator determines.  The Administrator determines the number of shares of Common Stock subject to the grant of stock awards and the other terms and conditions of the grant.  The Administrator will determine to what extent and under what conditions grantees will have the right to vote shares of Common Stock and to receive dividends or other distributions paid on such shares during the restriction period.  The Administrator may determine that a grantee’s entitlement to dividends or other distributions with respect to stock awards will be subject to the achievement of performance goals or other conditions.
 
Dividend Equivalents

The Administrator may grant dividend equivalents to anyone eligible to participate in the Omnibus Plan.  Dividend equivalents may be granted in connection with any grants under the Omnibus Plan, other than options or SARs, and may be payable in cash or shares of Common Stock.  Dividend equivalents may be paid currently or accrued as contingent cash obligations or converted to stock units, as determined by the Administrator.  The terms and conditions of dividend equivalents are determined by the Administrator.  Dividend equivalents may accrue on unearned performance awards but shall not be payable unless and until such performance metrics are met.

Other Stock-Based Awards

The Administrator may grant other stock-based awards (which are awards other than options, SARs, stock units, performance shares, stock awards and dividend equivalents) under the Omnibus Plan.  The Administrator may grant such other stock-based awards to anyone eligible to participate in the Omnibus Plan.  These grants may be cash-based or based on, measured by or payable in shares of Common Stock, and will be payable in cash, in shares of Common Stock, or in a combination of cash and shares of Common Stock.  The terms and conditions for these grants will be determined by the Administrator.

Qualified Performance Based Compensation.  The Administrator may make grants to employees of stock units, performance shares, stock awards, dividend equivalents and other stock-based awards that are intended to meet the requirements of qualified performance based compensation under section 162(m) of the Code.  The Administrator will establish in writing (i) the objective performance goals that must be met in order for the grants to vest or be payable, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the Administrator deems appropriate and consistent with the Omnibus Plan and the requirements of section 162(m) of the Code.  Forfeiture of all or part of any such grant will occur if the performance goals are not met, as determined by the Administrator.  The Administrator will establish in writing the performance goals that must be met either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed.  The Committee may not increase the amount of compensation that is payable upon achievement of the designated performance goals, but the Committee may reduce the amount of compensation that is payable upon achievement of the designated performance goals.
 
 
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The performance goals, to the extent designed to meet the requirements of section 162(m) of the Code, will be based on one or more of the following measures: Common Stock price, earnings per share of Common Stock, net earnings, operating earnings, return on assets, stockholder return, return on equity, revenue growth, assets under management, growth in assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.  The foregoing measures may be based on the employee’s business unit or the performance of our company or our subsidiaries independently or as a whole, or a combination of the foregoing.
 
Deferrals.  The Administrator may permit or require grantees to defer receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be due to the grantee in connection with a grant under the Omnibus Plan.  The Administrator will establish the rules and procedures applicable to any such deferrals.

Adjustment Provisions.  If there is any change in the number or kind of shares of Common Stock by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, by reason of a merger, reorganization or consolidation, by reason of a recapitalization or change in par value or by reason of any other extraordinary or unusual event affecting the outstanding shares of Common Stock as a class without our receipt of consideration, or if the value of outstanding shares of Common Stock is substantially reduced as a result of a spinoff or our payment of an extraordinary dividend or distribution, the number of shares of Common Stock available for grants, the limit on the number of shares of Common Stock for which any individual may receive pursuant to grants in any year, the number of shares covered by outstanding grants, the kind of shares to be issued or transferred under the Omnibus Plan, and the price per share or the applicable market value of such grants will be equitably adjusted by the Administrator to reflect any increase or decrease in the number or kind of issued shares of Common Stock in order to preclude, to the extent practicable, the enlargement or dilution of the rights and benefits under such grants.

Change of Control.  If a change of control occurs where our company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Administrator determines otherwise, all outstanding options and SARs that are not exercised will be assumed by, or replaced with comparable options and rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other grants that remain outstanding will be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation).

In the event of a change of control, the Administrator may also take any of the following actions with respect to outstanding grants: (i) provide that all outstanding options and SARs will automatically accelerate and become fully exercisable, (ii) provide that the restrictions and conditions on all outstanding stock awards will immediately lapse, (iii) provide that grantees holding outstanding stock units, performance shares, dividend equivalents and other stock-based awards will receive payment in settlement of such award in an amount determined by the Administrator, (iv) require that grantees surrender their outstanding options and SARs in exchange for payment, in cash or shares of Common Stock as determined by the Administrator, in an amount equal to the amount (if any) by which the then fair market value subject to the grantee’s unexercised options and SARs exceeds the exercise price of the option or the base amount of the SAR, as applicable, or (v) after giving grantees the opportunity to exercise their outstanding options and SARs, the Administrator may terminate any or all unexercised options and SARs at such time as the Administrator determines appropriate.  The Administrator making the determinations following a change of control must be comprised of the same members as those on the Administrator immediately before the change of control.
 
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The Administrator making the foregoing determinations following a Change of Control must be comprised of the same persons who constitute the Administrator immediately before the Change of Control.

No Repricing of Options or SARs.  Except in connection with a corporate transaction involving us (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding options or SARs or cancel outstanding options or SARs in exchange for cash, other awards or options or SARs with an exercise price that is less than the exercise price of the original options or SARs, without stockholder approval.

Clawback Policy.  All grants made under the Omnibus Plan are subject to the applicable provisions of our company's clawback or recoupment policy approved by the Board, if any, as such policy may be in effect from time to time.

Amendment and Termination of the Omnibus Plan.  The Board of Directors may amend or terminate the Omnibus Plan at any time, subject to stockholder approval if such approval is required under any applicable laws or stock exchange requirements.  The Omnibus Plan will terminate on June 23, 2021, unless the Omnibus Plan is terminated earlier by the Board of Directors or is extended by the Board of Directors with the approval of the stockholders.

New Plan Benefits.  Grants under the Omnibus Plan are discretionary, so it is currently not possible to predict the number of shares of Common Stock that will be granted or who will receive grants under the Omnibus Plan after the Meeting.

The last sales price of our Common Stock on April 25, 2011, was $6.35 per share.
 
Federal Income Tax Consequences

The Federal income tax consequences arising with respect to grants under the Omnibus Plan will depend on the type of grant.  The following provides only a general description of the application of federal income tax laws to grants under the Omnibus Plan.  This discussion is intended for the information of stockholders considering how to vote at the Meeting and not as tax guidance to grantees in the Omnibus Plan, as the consequences may vary with the types of grants made, the identity of the recipients and the method of payment or settlement.  The summary does not address the effects of other federal taxes or taxes imposed under state, local, or foreign tax laws.

From the recipients’ standpoint, as a general rule, ordinary income will be recognized at the time of payment of cash, or delivery of actual shares of Common Stock.  Future appreciation on shares of Common Stock held beyond the ordinary income recognition event will be taxable at capital gains rates when the shares of Common Stock are sold.  As a general rule, we will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the recipient, and we will not be entitled to any tax deduction in respect of capital gain income recognized by the recipient.

Exceptions to these general rules may arise under the following circumstances:  (i) if shares of Common Stock, when delivered, are subject to a substantial risk of forfeiture by reason of failure to satisfy any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses (unless the recipient makes a special election to ignore the risk of forfeiture under section 83(b) of the Code); (ii) if an employee is granted an option that qualifies as an “incentive stock option,” no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares of Common Stock acquired upon exercise of such option are held until the greater of one year from the date of exercise and two years from the date of grant; (iii) we will not be entitled to a tax deduction for compensation attributable to grants to one of our top five officers, if and to the extent such compensation does not qualify as qualified performance-based compensation under section 162(m) of the Code, and such compensation, along with any other non-performance-based compensation paid in the same year, exceeds $1 million, and (iv) an award may be taxable to the recipient as ordinary income, with an additional 20% tax, at the time it becomes vested (even if the vesting date is prior to settlement of the award), if the award constitutes “deferred compensation” under section 409A of the Code, and the requirements of section 409A of the Code are not satisfied.
 
 
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Section 162(m) of the Code generally disallows a publicly held corporation’s tax deduction for compensation paid to its chief executive officer or any of its four other most highly compensated officers in excess of $1,000,000 in any year.  Compensation that qualifies as qualified performance based compensation is excluded from the $1,000,000 deduction cap, and therefore remains fully deductible by the corporation that pays it.  Options and SARs are intended to meet the requirements of qualified performance based compensation.  Stock units, performance shares, stock awards, dividend equivalents and other stock-based awards granted under the Omnibus Plan will only meet the requirements of qualified performance based compensation if the Administrator conditions such grants on the achievement of specific performance goals in accordance with the requirements of section 162(m) of the Code.

We have the right to require that grantees pay to us an amount necessary to satisfy our federal, state or local tax withholding obligations with respect to grants under the Omnibus Plan.  We may withhold from amounts payable under the Omnibus Plan or other compensation an amount necessary to satisfy tax withholding obligations.  The Administrator may permit a grantee to satisfy the withholding obligation by having shares withheld from payment of a grant, provided that the number of shares withheld does not exceed the minimum applicable tax withholding for federal, state and local tax liabilities.  The Administrator may permit a grantee to satisfy our withholding obligation that exceeds the minimum applicable withholding rate by transferring to us previously acquired shares of Common Stock.

Vote Required for Approval

The proposal to approve the Omnibus Plan requires for its approval the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting and entitled to vote on this proposal.  Any abstentions will have the effect of votes against the proposal.  In addition, under New York Stock Exchange rules, in order to list the additional common shares that would be issuable under the Omnibus Plan on the NYSE if the proposed Omnibus Plan is approved, the total votes cast on Proposal 2 must represent over 50% in interest of all shares of common stock.  The shares not voted for approval and abstentions will be counted as votes cast on the matter.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.


PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION
 

The Board is providing stockholders with the opportunity to cast an advisory vote on the compensation of our NEOs. This proposal, commonly known as a “Say on Pay” proposal, gives you, as a stockholder, the opportunity to endorse or not endorse our fiscal 2010 executive compensation programs and policies and the compensation paid to our NEOs. You are being afforded this opportunity because the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires a Say on Pay vote for all public companies at their next annual meeting to take place on or after January 21, 2011. The Dodd-Frank Act also requires an advisory vote with respect to whether future Say on Pay votes will be held every one, two or three years. Please see Proposal 4 for further details on this vote.

 
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As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, while we do not pay cash compensation to any of our NEOs, we do reimburse Resource America for the wages, salaries and benefits paid by the Manager to our Chairman and Chief Financial Officer.  Further, we utilize grants under our equity compensation plans to attract, motivate and retain key executives who are crucial to our long-term success. The compensation paid to our NEOs reflects the following principles of our compensation program:
 
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Compensation should attract, retain and motivate executives who possess high-caliber skills and talents, to achieve business success and to drive stockholder value.
 
●  
As employees assume greater responsibility, a larger portion of their total compensation should be “at risk” incentive compensation (both annual and long-term).
 
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Equity-based incentives are an effective method of facilitating an ownership culture and further aligning the interests of executives with those of our stockholders.

Each stockholder is being afforded the opportunity to endorse or not endorse our executive compensation program and policies through the following resolution:

“RESOLVED, that the stockholders approve the compensation of executive officers as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in our proxy statement dated May 5, 2011.”

This vote will not be binding on or overrule any decisions by the Board of Directors, nor will it create or imply any additional fiduciary duty on the part of the Board, nor will it restrict or limit the ability of our stockholders to make proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements for our NEOs.

 
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 3.

 

PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF VOTES ON OUR EXECUTIVE COMPENSATION PROGRAM
 

The Board is providing stockholders with the opportunity to cast an advisory vote on how frequently our stockholders are afforded the opportunity to vote on our executive compensation program. This proposal gives you, as a stockholder, the opportunity to advise us on how frequently you wish to voice your approval or disapproval of our executive compensation programs and policies and the compensation paid to the NEOs. You are being afforded this opportunity because the Dodd-Frank Act requires such a vote for all public companies at their next annual meeting if that meeting is going to take place on or after January 21, 2011. This vote will allow you, as a stockholder, to express your preference for having a vote on our executive compensation program annually, biennially or triennially. If you choose not to vote, your vote will be counted as an abstention and will not affect the outcome of the vote.  We intend to hold an advisory vote on how frequently you vote on our executive compensation program once every six years.
 
 
 
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One of the core values and goals of our Board is good corporate governance. In order to achieve this goal, the Board tries to align its interests and the interests of management with those of the stockholders. The Board believes that in giving the stockholders an opportunity to voice not only their approval or disapproval of our compensation programs, but how frequently these votes are held, that it will further our goal of good corporate governance and keep us accountable to the stockholders.

Accordingly we are asking stockholders to vote on whether they want to hold an advisory vote on our executive compensation program annually, biennially or triennially. The outcome of this vote will be determined under a plurality standard, meaning that the option that receives the most votes wins. Should you choose not to vote, and your votes are not designated as broker non-votes, then they will be counted as an abstention. Such abstentions will be counted towards achieving a quorum but not as votes for any particular proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR A TRIENNIAL
ADVISORY EXECUTIVE COMPENSATION VOTE.

The Board believes that a triennial vote will provide stockholders with sufficient time to evaluate the effectiveness of our incentive programs, compensation decisions and performance, and it will provide the Board and Compensation Committee with sufficient time to thoughtfully evaluate and respond to stockholder input. This furthers our stated goals of good governance, alignment of interests between management and stockholders, and accountability to the stockholders.

This vote will not be binding on or overrule any decisions by the Board, nor will it create or imply any additional fiduciary duty on the part of the Board, nor will it restrict or limit the ability of our stockholders to make proposals for inclusion in proxy materials related to executive compensation. The Board will take into account the outcome of the vote when considering when to hold future advisory votes on compensation arrangements for our named executive officers.


STOCKHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING
 


Stockholders who desire to include proposals or director nominations in our 2012 proxy statement must submit such proposals or nominations to our Secretary no later than January 6, 2012.  Such items must comply with the eligibility standards promulgated by the SEC.

Also, under our Bylaws, any stockholder who wishes to nominate candidates for election as directors or present a proposal at our 2012 annual meeting of stockholders must deliver written notice to our Secretary no earlier than December 7, 2011 and no later than January 6, 2012.  The notice must contain all of the information required by our Bylaws, a copy of which is available upon request from the Secretary.


                 By order of the Board of Directors,


                 Michael S. Yecies, Secretary
                 May 5, 2011

 
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EXHIBIT A
RESOURCE CAPITAL CORP.
2007 OMNIBUS EQUITY COMPENSATION PLAN
Amended and Restated as of June 23, 2011

1.  Purpose
 
The purpose of the Plan is to provide (i) employees of the Company or an Affiliate of the Company, (ii) any individual who provides services to the Company or an Affiliate of the Company, including portfolio managers and other employees of Resource Capital Manager, Inc. and Resource America, Inc., and (iii) members of the Board, with the opportunity to receive grants of Options, SARs, Stock Units, Performance Shares, Stock Awards, Dividend Equivalents and Other Stock-Based Awards.  The Company believes that the Plan will encourage the Participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and will align the economic interests of the Participants with those of the stockholders.  The Plan has been amended and restated as of June 23, 2011, subject to stockholder approval of the Plan.
 
2.  Definitions
 
Whenever used in this Plan, the following terms will have the respective meanings set forth below:
 
(a)     "Administrator" means the Committee and any delegate of the Committee that is appointed in accordance with Section 3, except that the Board shall be the Administrator with respect to Grants to Non-Employee Directors.
 
(b)     “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.
 
(c)      "Board" means the Company’s Board of Directors as constituted from time to time.
 
(d)     "Change of Control" means the first to occur of any of the following events:
 
(i)     the Manager, or a direct or indirect wholly owned subsidiary of Resource America, ceases to be the investment manager of the Company;
 
(ii)    the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company, taken as a whole, to any Person other than any one or more Qualified Affiliates;
 
(iii)    the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting capital interests of the Company, other than an acquisition by one or more Qualified Affiliates; or
 
(iv)     After the date this Plan is approved by the stockholders of the Company, directors are elected such that a majority of the members of the Board shall have been members of the Board for less than two years, unless the election or nomination for election of each new director who was not a director at the beginning of such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.
 
 
 
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(e)     “Code” means the Internal Revenue Code of 1986, as amended.
 
(f)     "Company" means Resource Capital Corp., a Maryland corporation.
 
(g)     “Committee” means the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan.
 
(h)     “Date of Grant” means the date a Grant is effective; provided, however, that no retroactive Grants will be made.
 
(i)      "Dividend Equivalent" means an amount determined by multiplying the number of shares of Stock, Performance Shares or Stock Units subject to a Grant by the per-share cash dividend, or the per-share fair market value (as determined by the Administrator) of any dividend in consideration other than cash, paid by the Company on its Stock on a dividend payment date.
 
(j)     “Effective Date” of the amended and restated Plan means June 23, 2011, subject to approval by the stockholders of the Company.
 
(k)     “Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
(l)      "Fair Market Value" of Stock is (i) if the Stock is publicly traded, then the Fair Market Value per share shall be determined as follows: (A) if the principal trading market for the Stock is a national securities exchange, the last reported sale price during regular trading hours on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, or (B) if the Stock is not principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Stock on the relevant date, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Administrator determines, or (ii) if the Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as determined by the Administrator.
 
(m)     “Grant” means an Option, SAR, Stock Unit, Performance Share, Stock Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.
 
(n)      “Grant Instrument” means the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.
 
(o)     “Incentive Stock Option” means a stock option that is intended to meet the requirements of section 422 of the Code, as described in Section 7.
 
(p)     “Manager” means Resource Capital Manager, Inc., a Delaware corporation.
 
(q)     “Non-Employee Director” means a non-employee director of the Company as defined by Rule 16b-3 under the Exchange Act.
 
(r)      “Nonqualified Stock Option” means a stock option that is not intended to meet the requirements of section 422 of the Code, as described in Section 7.
 
 
 
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(s)      "Option" means an Incentive Stock Option or Nonqualified Stock Option to purchase shares of Stock at an Option Price for a specified period of time.
 
(t)      "Option Price" means an amount per share of Stock purchasable under an Option, as designated by the Administrator.
 
(u)      “Other Stock-Based Award” means any Grant based on, measured by or payable in Stock (other than Grants described in Sections 7, 8, 9, 10, 11 and 12), as described in Section 13.
 
(v)      “Parent” means a “parent corporation,” as defined in section 424(e) of the Code, of the Company.
 
(w)      "Participant" means an employee of the Company or an Affiliate of the Company, a member of the Board, or an individual who provides services to the Company or an Affiliate of the Company, including a portfolio manager or other employee of the Manager or Resource America, and is selected by the Administrator to receive a Grant under the Plan.
 
(x)      “Performance Shares” means an award of phantom shares, representing one or more shares of Stock, as described in Section 10.
 
(y)      “Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, or unincorporated association, and any fiduciary acting in such capacity on behalf of any of the foregoing.
 
(z)      "Plan" means this Resource Capital Corp. 2007 Omnibus Equity Compensation Plan, as in effect from time to time.
 
(aa)    “Qualified Affiliate” means (i) any Person that is part of a controlled group or under common control with the Company or Resource America; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; or (iii) any Person controlled by any executive officer (as defined by Rule 16a-1(f) of the Exchange Act) of the Company.  For purposes of this definition, “controlled by” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
 
(bb)   “Resource America” means Resource America, Inc., a Delaware corporation.
 
(cc)    "Stock" means the common stock, par value $0.001, of the Company or such other securities of the Company as may be substituted for Stock pursuant to Sections 5(d) or 18.
 
(dd)   “SAR” means an award of a stock appreciation right, as described in Section 8.
 
(ee)    “Stock Award” means an award of Stock, as described in Section 11.
 
(ff)     “Stock Unit” means an award of a phantom unit, representing one or more shares of Stock, as described in Section 9.
 
(gg)    “Subsidiary” means any entity in which the Company has a greater than 50% ownership interest.  For purposes of Sections 7(c), (d) and (h), “Subsidiary” shall mean a “subsidiary corporation,” as defined in section 424(f) of the Code, of the Company.
 
 
 
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(hh)     “Successor Participant” means the personal representative or other person entitled to succeed to the rights of the Participant in accordance with Section 17.
 
3.  Administration
 
(a)     The Plan shall be administered by the Administrator. The Administrator shall have the sole authority to (i) determine the Participants to whom Grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to be made to each Participant, (iii) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued Grant, subject to the provisions of Section 20, (v) adopt guidelines separate from the Plan that set forth the specific terms and conditions for Grants under the Plan, and (vi) deal with any other matters arising under the Plan.
 
(b)     The Administrator shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion.  The Administrator’s interpretations of the Plan and all determinations made by the Administrator pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder.  All powers of the Administrator shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.
 
(c)     The Administrator, in its discretion, may delegate to one or more officers of the Company all or part of the Administrator’s authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.  The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan and the Administrator’s prior delegation.  Any delegation by the Administrator pursuant to this Section shall be subject to such conditions and limitations as may be determined by the Administrator and shall be subject to and limited by applicable law or regulation, including without limitation the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Stock is then listed.
 
4.  Grants
 
Grants under the Plan may consist of Options, SARs, Stock Units, Performance Shares, Stock Awards, Dividend Equivalents and Other Stock-Based Awards.  All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with the Plan as the Administrator deems appropriate and as are specified in writing by the Administrator in separate guidelines or to the individual in the Grant Instrument or an amendment to the guidelines or Grant Instrument.  The Administrator shall approve the form and provisions of each Grant Instrument.  All Grants shall be made conditional upon the Participant’s acknowledgment, in writing or by acceptance of the Grant, that all decisions and determinations of the Administrator shall be final and binding on the Participant, his or her beneficiaries, and any other person having or claiming an interest under such Grant.  Grants under a particular Section of the Plan need not be uniform as among the Participants.
 
 
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5.  Shares of Stock Subject to the Plan
 
(a)     Shares Authorized.  The total aggregate number of shares of Stock that may be issued or transferred under the Plan is 5,400,000 shares, subject to adjustment as described below.  The shares may be authorized but unissued shares of Stock or reacquired shares of Stock, including shares purchased by the Company on the open market for purposes of the Plan.  Grants paid in cash shall not count against the foregoing share limits.
 
(b)     Share Counting.  For administrative purposes, when the Administrator makes a Grant payable in Stock, the Administrator shall reserve shares of Stock equal to the maximum number of shares of Stock that may be payable under the Grant.  If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised or if any Stock Awards, Stock Units, Performance Shares, Dividend Equivalents or Other Stock-Based Awards are forfeited or terminated, or otherwise are not paid in full, the shares subject to such Grants which have not been issued shall again be available for purposes of the Plan.  Shares of Stock withheld in payment of the Option Price of an Option or withheld for purposes of satisfying the Employer’s minimum tax withholding obligations with respect to Grants under the Plan shall not be available for re-issuance or transfer under the Plan.  Upon the exercise of an Option through the withholding of shares or upon the exercise of a SAR, then both for purposes of calculating the number of shares of Stock remaining available for issuance under the Plan and the number of shares of Stock remaining available for exercise under the Option or SAR, the number of such shares shall be reduced by the gross number of shares for which the Option or SAR is exercised.  To the extent that any Grants are paid in cash and not shares of Stock, such Grants shall not count against the share limits in subsection (a) above. For the avoidance of doubt, if shares of Stock are repurchased on the open market with the proceeds of the exercise price of Options, such shares may not again be made available for issuance under the Plan.
 
(c)     Individual Limits.  All Grants under the Plan, other than Dividend Equivalents, shall be expressed in shares of Stock.  The maximum aggregate number of shares of Stock with respect to which all Grants, other than Dividend Equivalents, may be made under the Plan to any individual during any calendar year shall be 300,000 shares, subject to adjustment as described below.  A Participant may not accrue Dividend Equivalents during any calendar year in excess of $100,000. The individual limits described in this subsection (c) shall apply without regard to whether the Grants are to be paid in Stock or in cash.  All cash payments (other than Dividend Equivalents) shall equal the Fair Market Value of the shares of Stock to which the cash payment relates.
 
(d)     Adjustments.  If there is any change in the number or kind of shares of Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Stock available for issuance under the Plan, the maximum number of shares of Stock for which any individual may receive pursuant to Grants in any year, the number of shares covered by outstanding Grants, the kind of shares to be issued or transferred under the Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Administrator, in such manner as the Administrator deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated.  In addition, in the event of a Change of Control of the Company, the provisions of Section 18 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Administrator shall be final, binding and conclusive.
 
 
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6.  Eligibility for Participation
 
Any employee of the Company or an Affiliate of the Company, any member of the Board and any individual who provides services to the Company or an Affiliate of the Company, including a portfolio manager or other employee of the Manager or Resource America, is eligible to participate in this Plan if the Administrator, in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate of the Company.  Grants will be made only to persons who are employees, directors, consultants or advisors of the Company for purposes of Form S-8 registration under the Securities Act of 1933, as amended.  Options and SARs may be granted only to persons who perform direct services to the Company on the date of grant, as determined under section 409A of the Code.
 
7.  Options
 
(a)     General Requirements.  The Administrator may grant Options to a Participant upon such terms and conditions as the Administrator deems appropriate under this Section 7.
 
(b)     Number of Shares.  The Administrator shall determine the number of shares of Stock that will be subject to each Grant of Options to Participants.
 
(c)     Type of Option and Price.
 
(i)     The Administrator may grant Incentive Stock Options or Nonqualified Stock Options or any combination of Incentive Stock Options and Nonqualified Stock Options.  Incentive Stock Options may be granted only to employees of the Company or its Subsidiaries. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.  Nonqualified Stock Options may be granted to any Participant.
 
(ii)     The Option Price shall be determined by the Administrator and may be equal to or greater than the Fair Market Value of the shares of Stock subject to the Grant on the Date of Grant; provided, however, that an Incentive Stock Option may not be granted to any person who, at the Date of Grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any Subsidiary, unless the Option Price is not less than 110% of the Fair Market Value on the Date of Grant.
 
(d)     Option Term.  The Administrator shall determine the term of each Option.  The term of an Option shall not exceed ten years from the Date of Grant.  However, an Incentive Stock Option that is granted to an Employee who, at the Date of Grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company, or any Subsidiary, may not have a term that exceeds five years from the Date of Grant.
 
(e)     Exercisability of Options.  Options shall become exercisable in accordance with such terms and conditions as may be determined by the Administrator and specified in the Grant Instrument.  The Administrator may accelerate the exercisability of any or all outstanding Options at any time for any reason.
 
 
 
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(f)     Termination of Employment or Service.  Except as provided in the Grant Instrument, an Option may only be exercised while the Participant is employed by, or providing service to, the Company, an Affiliate or another entity as designated in the Grant Instrument.  The Administrator shall specify in the Grant Instrument under what circumstances and during what time periods a Participant may exercise an Option after termination of employment or service.
 
(g)     Exercise of Options.  A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company or its designated agent.  The Participant shall pay the Option Price and any withholding taxes for the Option (i) in cash or by certified check, (ii) with the approval of the Administrator, by withholding shares of Stock subject to the Option, by delivering shares of Stock owned by the Participant or by attestation (on a form prescribed by the Administrator) to ownership of shares of Stock (in each case, such shares of Stock shall have an aggregate Fair Market Value on the date of exercise equal to the Option Price), (iii) in cash, on the T+3 settlement date that occurs after the exercise date specified in the notice of exercise, provided that the Participant exercises the Option through an irrevocable agreement with a registered broker and the payment is made in accordance with procedures permitted by Regulation T of the Federal Reserve Board and such procedures do not violate applicable law, or (iv) by such other method as the Administrator may approve, to the extent permitted by applicable law.  Shares of Stock used to exercise an Option shall have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option.  Payment for the shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Administrator depending on the type of payment being made.
 
(h)     Limits on Incentive Stock Options.  Each Incentive Stock Option shall provide that if the aggregate Fair Market Value on the Date of Grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option plan of the Company or a Parent or Subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.
 
8.  SARs
 
(a)     General Requirements.  The Administrator may grant SARs to any Participant, upon such terms and conditions as the Administrator deems appropriate under this Section 8.  Each SAR shall represent the right of the Participant to receive, upon settlement of the SAR, shares of Stock or cash equal to the amount by which the Fair Market Value of a share of Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described below in Section 8(c).
 
(b)      Terms of SARs.  The Administrator shall determine the terms and conditions of SARs and may grant SARs separately from or in tandem with any Option (for all or a portion of the applicable Option).  Tandem SARs may be granted either at the time the Option is granted or any time thereafter while the Option remains outstanding; provided, however, that in the case of an Incentive Stock Option, SARs may be granted only at the time of the grant of the Incentive Stock Option.  The Administrator will determine the number of SARs to be granted, the base amount, the vesting and other restrictions applicable to SARs and the period during which SARs will remain exercisable.  The term of SARs shall not exceed ten years from the Date of Grant.
 
(c)     Base Amount.  The Administrator shall establish the base amount of the SAR at the time the SAR is granted.  The base amount shall not be less than the Fair Market Value of the shares of Stock subject to the Grant on the Date of Grant.
 
 
 
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(d)     Payment With Respect to SARs.  The Administrator shall determine whether the appreciation in an SAR shall be paid in the form of cash, in Stock, or in a combination of the two, in such proportion as the Administrator deems appropriate.  For purposes of calculating the number of shares of Stock to be received, Stock shall be valued at its Fair Market Value on the date of exercise of the SAR.  If shares of Stock are to be received upon exercise of an SAR, cash shall be delivered in lieu of any fractional share.
 
(e)     Requirement of Employment or Service.  The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain SARs after termination of the Participant’s employment or service, and the circumstances under which SARs may be forfeited.
 
9.  Stock Units
 
(a)      General Requirements.  The Administrator may grant Stock Units to a Participant, upon such terms and conditions as the Administrator deems appropriate under this Section 9.  Each Stock Unit shall represent the right of the Participant to receive a share of Stock or an amount based on the value of a share of Stock.  All Stock Units shall be credited to accounts on the Company’s records for purposes of the Plan.
 
(b)      Terms of Stock Units.  The Administrator may grant Stock Units that are payable if specified performance goals or other conditions are met, or under other circumstances.  Stock Units may be paid at the end of a specified period, or payment may be deferred to a date authorized by the Administrator.  The Administrator shall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units.
 
(c)      Payment With Respect to Stock Units.  Payment with respect to Stock Units shall be made in cash, in Stock, or in a combination of the two, as determined by the Administrator.  The Grant Instrument shall specify the maximum number of shares that shall be paid under the Stock Units.
 
(d)      Requirement of Employment or Service.  The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Stock Units after termination of the Participant’s employment or service, and the circumstances under which Stock Units may be forfeited.
 
10.  Performance Shares
 
(a)     General Requirements.  The Administrator may grant Performance Shares to a Participant, upon such terms and conditions as the Administrator deems appropriate under this Section 10.  Each Performance Share shall represent the right of the Participant to receive a share of Stock or an amount based on the value of a share of Stock, if specified performance goals are met.  All Performance Shares shall be credited to accounts on the Company’s records for purposes of the Plan.
 
(b)     Terms of Performance Shares.  The Administrator shall establish the performance goals and other conditions for payment of Performance Shares.  Performance Shares may be paid at the end of a specified performance or other period, or payment may be deferred to a date authorized by the Administrator.  The Administrator shall determine the number of Performance Shares to be granted and the requirements applicable to such Performance Shares.
 
(c)     Payment With Respect to Performance Shares.  Payment with respect to Performance Shares shall be made in cash, in Stock, or in a combination of the two, as determined by the Administrator.  The Administrator may establish in the Grant Instrument a target amount to be paid under a Performance Share based on achievement of the performance goals.
 
 
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(d)     Requirement of Employment or Service.  The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Performance Shares after termination of the Participant’s employment or service, and the circumstances under which Performance Shares may be forfeited.
 
11.  Stock Awards
 
(a)     General Requirements.  The Administrator may issue or transfer shares of Stock to a Participant under a Stock Award, upon such terms and conditions as the Administrator deems appropriate under this Section 11.  Shares of Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Administrator.  The Administrator may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Administrator deems appropriate, including restrictions based upon the achievement of specific performance goals.
 
(b)     Number of Shares.  The Administrator shall determine the number of shares of Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares.
 
(c)     Requirement of Employment or Service.  The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Stock Awards after termination of the Participant’s employment or service, and the circumstances under which Stock Awards may be forfeited.
 
(d)     Restrictions on Transfer.  While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17.  Each certificate, or electronic book entry equivalent, for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant.  The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed.  The Administrator may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed.
 
(e)     Right to Vote and to Receive Dividends.  The Administrator shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period.  The Administrator may determine that a Participant’s entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions.
 
12.  Dividend Equivalents
 
(a)      General Requirements.  When the Administrator makes a Grant under the Plan, other than an Option or SAR, the Administrator may grant Dividend Equivalents in connection with such Grants, under such terms and conditions as the Administrator deems appropriate under this Section 12.  Dividend Equivalents may be paid to Participants currently or may be deferred, as determined by the Administrator.  All Dividend Equivalents that are not paid currently shall be credited to accounts on the Company’s records for purposes of the Plan.  Dividend Equivalents may be accrued as a cash obligation, or may be converted to Stock Units for the Participant, as determined by the Administrator.  Unless otherwise specified in the Grant Instrument, deferred Dividend Equivalents will not accrue interest.  The Administrator may provide that Dividend Equivalents shall be payable based on the achievement of specific performance goals.  Dividend Equivalents may accrue on unearned performance awards but shall not be payable unless and until such performance metrics are met.
 
 
 
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(b)     Payment with Respect to Dividend Equivalents.  Dividend Equivalents may be payable in cash or shares of Stock or in a combination of the two, as determined by the Administrator.
 
13.  Other Stock-Based Awards
 
The Administrator may grant other awards that are cash-based or based on, measured by or payable in Stock to Participants, on such terms and conditions as the Administrator deems appropriate under this Section 13.  Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Stock or cash, or in a combination of the two, as determined by the Administrator in the Grant Instrument.
 
14.  Qualified Performance-Based Compensation
 
(a)     Designation as Qualified Performance-Based Compensation.  The Administrator may determine that Stock Units, Performance Shares, Stock Awards, Dividend Equivalents or Other Stock-Based Awards granted to an Employee shall be considered “qualified performance-based compensation” under section 162(m) of the Code.  The provisions of this Section 14 shall apply to any such Grants that are to be considered “qualified performance-based compensation” under section 162(m) of the Code.  To the extent that Grants of Stock Units, Performance Shares, Stock Awards, Dividend Equivalents or Other Stock-Based Awards designated as “qualified performance-based compensation” under section 162(m) of the Code are made, no such Grant may be made as an alternative to another Grant that is not designated as “qualified performance based compensation” but instead must be separate and apart from all other Grants made.
 
(b)     Performance Goals.  When Stock Units, Performance Shares, Stock Awards, Dividend Equivalents or Other Stock-Based Awards that are to be considered “qualified performance-based compensation” are granted, the Administrator shall establish in writing (i) the objective performance goals that must be met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the Administrator deems appropriate and consistent with the Plan and the requirements of section 162(m) of the Code for “qualified performance-based compensation.”  The performance goals shall satisfy the requirements for “qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met.  The Administrator shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated performance goals, but the Administrator may reduce the amount of compensation that is payable upon achievement of the designated performance goals.
 
(c)      Criteria Used for Objective Performance Goals.  The Administrator shall use objectively determinable performance goals based on one or more of the following criteria:  Stock price, earnings per share of Stock, net earnings, operating earnings, return on assets, stockholder return, return on equity, growth in assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specific revenue goals, market penetration goals, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.  The performance goals may relate to the Participant’s business unit or the performance of the Company, a Subsidiary, or the Company and its Subsidiaries as a whole, or any combination of the foregoing.  Performance goals need not be uniform as among Participants.
 
(d)      Timing of Establishment of Goals.  The Administrator shall establish the performance goals in writing either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed, or such other date as may be required or permitted under applicable regulations under section 162(m) of the Code.
 
 
 
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(e)      Certification of Results.  The Administrator shall certify and announce the results for the performance period to all Participants after the Company announces the Company’s financial results for the performance period.  The Administrator shall determine the amount, if any, to be paid pursuant to each Grant based on the achievement of the performance goals and the terms of each Grant Instrument.
 
(f)      Death, Disability or Other Circumstances.  The Administrator may provide in the Grant Instrument that Grants shall be payable, in whole or in part, in the event of the Participant’s death or disability, a Change of Control or under other circumstances consistent with the Treasury regulations and rulings under section 162(m) of the Code.
 
15.  Deferrals
 
The Administrator may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares of Stock that would otherwise be due to the Participant in connection with any Grant. The Administrator shall establish rules and procedures for such deferrals. Any deferrals under the Plan shall be intended to comply with the requirements of section 409A of the Code, and any corresponding regulations and guidance.
 
16.  Withholding of Taxes
 
(a)     Required Withholding.  All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Employer may require that the Participant or other person receiving or exercising Grants pay to the Employer the amount of any federal, state or local taxes that the Employer is required to withhold with respect to such Grants, or the Employer may deduct from other wages paid by the Employer the amount of any withholding taxes due with respect to such Grants.
 
(b)     Election to Withhold Shares.  If the Administrator so permits, a Participant may elect to satisfy the Employer’s tax withholding obligation with respect to Grants paid in Stock by having shares withheld, at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. In addition, with respect to any required tax withholding amount that exceeds the minimum applicable withholding tax rate, the Administrator may permit a Participant to satisfy such tax withholding obligation with respect to such excess amount by providing that the Participant may elect to deliver to the Company shares of Stock owned by the Participant that have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company. The elections described in this subsection (b) must be in a form and manner prescribed by the Administrator and may be subject to the prior approval of the Administrator.
 
17.  Transferability of Grants
 
(a)     In General.  Except as provided in this Section 17, only the Participant may exercise rights under a Grant during the Participant’s lifetime.  A Participant may not transfer those rights except by will or by the laws of descent and distribution, or, with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Administrator, pursuant to a domestic relations order.  When a Participant dies, the Successor Participant may exercise such rights in accordance with the terms of the Plan.  A Successor Participant must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant’s will or under the applicable laws of descent and distribution.
 
 
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(b)     Transfer of Nonqualified Stock Options.  Notwithstanding the foregoing, the Administrator may provide in a Grant Instrument that a Participant may transfer Nonqualified Stock Options to family members of the Participant, one or more trusts in which family members of the Participant have more than 50% of the beneficial interest, foundations in which family members of the Participant (or the Participant) control the management of assets, or any other entity in which family members of the Participant (or the Participant) own more than 50% of the voting interests, consistent with applicable securities laws, according to such terms as the Administrator may determine; provided that the Participant receives no consideration for the transfer of a Nonqualified Stock Option and the transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to the Nonqualified Stock Option immediately before the transfer.
 
18.  Consequences of a Change of Control
 
(a)     Assumption of Grants.  Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Administrator determines otherwise, all outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding Grants shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation).
 
(b)     Other Alternatives.  Notwithstanding the foregoing, in the event of a Change of Control, the Administrator may take any of the following actions with respect to any or all outstanding Grants: the Administrator may (i) determine that outstanding Options and SARs shall accelerate and become exercisable, in whole or in part, upon the Change of Control or upon such other event as the Administrator determines, (ii) determine that the restrictions and conditions on outstanding Stock Awards shall lapse, in whole or in part, upon the Change of Control or upon such other event as the Administrator determines, (iii) determine that Participants holding Stock Units, Performance Shares, Dividend Equivalents, and Other Stock-Based Awards shall receive a payment in settlement of such Stock Units, Performance Shares, Dividend Equivalents, and Other Stock-Based Awards in an amount determined by the Administrator, (iv) require that Participants surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash or Stock, as determined by the Administrator, in an amount equal to the amount by which the then Fair Market Value of the shares of Stock subject to the Participant’s unexercised Options and SARs exceeds the Option Price of the Options or the base amount of SARs, as applicable, or (v) after giving Participants an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the Administrator deems appropriate.  Such surrender, termination or settlement shall take place as of the date of the Change of Control or such other date as the Administrator may specify.  The Administrator shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, outstanding Grants shall continue in effect according to their terms (subject to any assumption pursuant to subsection (a)).
 
(c)      Administrator.  The Administrator making the determinations under this Section 18 following a Change of Control must be comprised of the same members as those constituting the Administrator immediately before the Change of Control.  
 
 
 
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19.  Requirements for Issuance of Shares
 
No shares of Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance of such Stock have been complied with to the satisfaction of the Administrator.  The Administrator shall have the right to condition any Grant made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Stock as the Administrator shall deem necessary or advisable, and certificates representing such shares may be legended to reflect any such restrictions.  Certificates representing shares of Stock issued or transferred under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon.
 
20.  Amendment and Termination of the Plan
 
(a)     Amendment.  The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the stockholders of the Company if such approval is required in order to comply with the Code, applicable laws and stock exchange requirements, or as required by Section 21(b) below.  No amendment or termination of this Plan shall, without the consent of the Participant, impair any rights or obligations under any Grant previously made to the Participant, unless such right has been reserved in the Plan or the Grant Instrument, or except as provided in Section 21(b) below.
 
(b)     No Repricing Without Stockholder Approval.  Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval.
 
(c)     Stockholder Approval for “Qualified Performance-Based Compensation.”  If Stock Units, Performance Shares, Stock Awards, Dividend Equivalents or Other Stock-Based Awards are granted as “qualified performance-based compensation” under Section 14 above, the Plan must be reapproved by the Company’s stockholders no later than the first stockholders meeting that occurs in the fifth year following the year in which the stockholders previously approved the provisions of Section 14, if additional Grants are to be made under Section 14 and if required by section 162(m) of the Code or the regulations thereunder.
 
(d)      Termination of Plan.  The Plan shall terminate on the day immediately preceding the tenth anniversary of its Effective Date, which is June 23, 2021, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.  The termination of the Plan shall not impair the power and authority of the Administrator with respect to an outstanding Grant.
 
21.  Miscellaneous
 
(a)     Grants in Connection with Corporate Transactions and Otherwise.  Nothing contained in this Plan shall be construed to (i) limit the right of the Administrator to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan.  Without limiting the foregoing, the Administrator may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company in substitution for a grant made by such corporation.  The terms and conditions of the substitute Grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives.  The Administrator shall prescribe the provisions of the substitute Grants.
 
 
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(b)     Compliance with Law.
 
(i)     The Plan, the exercise of Options or SARs and the obligations of the Company to issue or transfer shares of Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that the Plan and applicable Grants comply with the applicable provisions of sections 162(m), 409A and 422 of the Code. To the extent that any legal requirement of section 16 of the Exchange Act or sections 162(m), 409A or 422 of the Code as set forth in the Plan ceases to be required under section 16 of the Exchange Act or sections 162(m), 409A or 422 of the Code, that Plan provision shall cease to apply. The Administrator may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Administrator may also adopt rules regarding the withholding of taxes on payments to Participants. The Administrator may, in its sole discretion, agree to limit its authority under this Section.
 
(ii)      The Plan is intended to comply with the requirements of section 409A of the Code, to the extent applicable. Each Grant shall be construed and administered such that the Grant either (A) qualifies for an exemption from the requirements of section 409A of the Code or (B) satisfies the requirements of section 409A of the Code. If a Grant is subject to section 409A of the Code, (I) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of employment shall only be made upon a “separation from service” under section 409A of the Code, (III) unless the Grant specifies otherwise, each installment payment shall be treated as a separate payment for purposes of section 409A of the Code, and (IV) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with section 409A of the Code.
 
(iii)     Any Grant that is subject to section 409A of the Code and that is to be distributed to a Key Employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Participant’s separation from service, if required by section 409A of the Code. If a distribution is delayed pursuant to section 409A of the Code, the distribution shall be paid within 15 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of Key Employees, including the number and identity of persons considered Key Employees and the identification date, shall be made by the Administrator or its delegate in accordance with section 416(i) of the Code and the “specified employee” requirements of section 409A of the Code.
 
(c)     Enforceability.  The Plan shall be binding upon and enforceable against the Company and its successors and assigns.
 
(d)     Funding of the Plan; Limitation on Rights.  This Plan shall be unfunded.  Neither the Company nor any other Employer shall be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this Plan.  Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company or any other Employer and any Participant or any other person.  No Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company or any other Employer.  To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.
 
 
 
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(e)     Rights of Participants.  Nothing in this Plan shall entitle any Participant or other person to any claim or right to receive a Grant under this Plan.  Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employment or service of the Employer.
 
(f)     No Fractional Shares.  No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Grant.  The Administrator shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
 
(g)     Clawback Policies.  All Grants under the Plan are subject to the applicable provisions of the Company's clawback or recoupment policy approved by the Board, if any, as such policy may be in effect from time to time.
 
(h)     Governing Law.  The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Maryland, without giving effect to the conflict of laws provisions thereof.
 

 
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RESOURCE CAPITAL CORP.
 
PROXY
 
THIS PROXY IS SOLICITED ON BEHALF OF
 
THE BOARD OF DIRECTORS OF RESOURCE CAPITAL CORP.
 
The undersigned hereby constitutes and appoints Jonathan Z. Cohen and Michael S. Yecies, or either of them, as and for his proxies, each with the power to appoint such proxy's substitute, and hereby authorizes them, or either of them, to vote all of the shares of common stock of Resource Capital Corp. held of record by the undersigned on April 25, 2011, at the Annual Meeting of Stockholders of Resource Capital Corp. to be held on Thursday, June 23, 2011 and at any and all adjournments thereof as follows:
 
ANNUAL MEETING OF STOCKHOLDERS OF
 
RESOURCE CAPITAL CORP.
 
June 23, 2011
 
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The proxy statement and our 2010 Annual Report
are available at: http://phx.corporate-ir.net/phoenix.zhtml?c=192004&p=proxy
 
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
 
 
 
 Please detach along perforated line and mail in the envelope provided
 
 
 
20830304030000001000 3
062311
  
 
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.  PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x
 
1.  ELECTION OF DIRECTORS:
  
 
2. PROPOSAL TO ADOPT THE RESOURCE CAPITAL CORP. AMENDED AND RESTATED 2007 OMNIBUS EQUITY COMPENSATION PLAN.
  
For
o
Against
o
Abstain
o
 
NOMINEES:
 
3. PROPOSAL TO APPROVE AN ADVISORY VOTE ON THE RESOURCE CAPITAL CORP. 2010 COMPENSATION PLAN FOR ITS NAMED EXECUTIVE OFFICERS.
  
For
o
Against
o
Abstain
o
oFOR ALL NOMINEES
 
oWITHHOLD AUTHORITY
FOR ALL NOMINEES
 
oOR ALL EXCEPT
(See instructions below)
m Walter T. Beach
m Edward E. Cohen
m Jonathan Z. Cohen
m Walter T. Beach
m William B. Hart
m Gary Ickowicz
m Steven J. Kessler
m Murray S. Levin
m P. Sherrill Neff
 
4. PROPOSAL OF AN ADVISORY VOTE ON THE FREQUENCY OF THE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION.
1 year
o
2 years
o
3 years
o
Abstain
o
 
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
  
For
o
Against
o
Abstain
o
 
 
 
 
 
 
 
INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you which to withhold as shown here: ●
 
   
 
This proxy, when properly executed, will be voted in the manner specified above by the named proxies.  If no direction is made, this proxy will be voted FOR all nominees listed and FOR approval of the Amended and Restated Omnibus Equity Compensation Plan.  If you do not specify how you want to vote your shares on the advisory vote on the Resource Capital Corp. 2010 compensation plan for its named executives officers, the advisory vote on the frequency of the stockholder advisory votes on executive compensation and on the proposal concerning other business properly brought before the meeting, your votes will be counted as abstentions.
        
   
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING    o
      
To change the address on your account, please check the box at the right and indicate your new address in the address space above.  Please note that changes to the registered name(s) on the account may not be submitted via this method
o
       PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
 
Signature of Stockholder
  
  Date:
  
   Signature of Stockholder
  
   Date:
  
Note: Please sign exactly as your name or names appear on this Proxy.  When shares are held jointly, each holder should sign.  When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.  If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.  If signer is a partnership, please sign in partnership name by authorized person.